Company registration number 09287563 (England and Wales)
INDUTRADE UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
INDUTRADE UK LIMITED
COMPANY INFORMATION
Directors
B G Annvik
P I Rowlands
S K Davies
(Appointed 16 September 2024)
S M Nyberg
(Appointed 16 September 2024)
L P Johnson
(Appointed 16 September 2024)
Secretary
R Joynson
Company number
09287563
Registered office
Ellard House
Floats Road, Roundthorn Industrial Estate
Wythenshawe
Manchester
M23 9WB
Auditor
UHY Hacker Young Manchester LLP
St James Building
79 Oxford Street
Manchester
M1 6HT
Bankers
Handelsbanken
13th Floor
3 Thomas More Square
London
E1W 1WY
INDUTRADE UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
INDUTRADE UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

The company has generated a profit before taxation for the year of £12,411,904 (2022: £11,602,222) and has net assets as at 31 December 2023 of £117,982,194 (2022: £4,864,290).

Principal risks and uncertainties

The management of the business and the nature of the company's strategy are subject to certain risks. The directors have set out below the principal risks facing the business.

 

Financial risk management policies and objectives

 

The company seeks to manage financial risk by ensuring sufficient liquidity is made available from Indutrade AB group treasury to meet foreseeable trading needs and to invest in new acquisitions.

 

There were no exchange risks as the company trades in Sterling only. However the subsidiary investments do have transactions in differing currencies and therefore there will be exchange risk exposure through sales and purchases. The group has a written foreign currency policy and these risks will be managed by trading in the company's own base currency, the utilisation of multi-currency bank accounts to match incomings and outgoings and the use of forward contracts.

 

The company uses a number of financial instruments which include cash, equity and other various items such as trade debtors and trade creditors which arise directly from its operations.

 

The existence of these financial instruments exposes the company to a number of financial risks, which are described in more detail below.

 

The significant risks arising from the company's financial instruments are business performance risk and liquidity risk.

 

The directors review and agree policies for the management of each of these risks which are noted below. These policies are consistent with those from the previous year.

 

Business performance risk

 

The board manages the risk that the company and its subsidiaries may not perform as expected either due to internal factors or external pressures by monitoring the key performance measures against prior year, budget and forecast each month. It ensures that appropriate management teams are in place, financial controls are operating effectively, a training and development programme is in place and that strong relationships are built and maintained with customers, suppliers and employees.

 

Liquidity risk

 

In order to mitigate liquidity risk, the company maintains a level of cash resources and bank overdraft with Handelsbanken as part of the Indutrade AB UK cash pool system to ensure that the company has sufficient funds for current and future operations.

Key performance indicators

The company closely monitors the progress, trading performance and key performance indicators of its subsidiary companies during the year in line with the key performance indicators targeted by Indutrade AB. A key part of the Indutrade AB strategy is growth through acquisition.

INDUTRADE UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Other information and explanations

 

Going Concern

Indutrade AB has given an undertaking to provide financial support to the company as and when required for the foreseeable future. On these grounds, the directors consider it appropriate to prepare the financial statements on the going concern basis but does not have any other significant risks or uncertainties.

 

Future developments

The directors will use their experience to identify appropriate acquisition targets as defined by its parent company Indutrade AB, carry out due diligence and negotiate acquisitions and investments.

By order of the board

R Joynson
Secretary
24 September 2024
INDUTRADE UK 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 a UK acquisition hub of Indutrade AB holding investments, running training courses and providing management guidance to Indutrade AB subsidiaries in the UK. Indutrade UK Limited and subsidiary Indutrade AB companies allocated by head office in Sweden form part of separate business area reporting groups within Indutrade AB.

Results and dividends

The results for the year are set out on page 8.

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

Directors

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

B G Annvik
J O P Eriksson
(Resigned 16 September 2024)
P I Rowlands
S K Davies
(Appointed 16 September 2024)
S M Nyberg
(Appointed 16 September 2024)
L P Johnson
(Appointed 16 September 2024)
Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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 company and of the profit or loss of the company 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

INDUTRADE UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
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 company’s auditor 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 company’s auditor is aware of that information.

Section 172 statement

The directors work to promote the success of the company, by considering the impact that their decisions may have on the company, along with the company's stakeholders. The issues and factors which have guided the 'directors' decisions are outlined in the "Fair review of the business" and "Principal risk and uncertainties" section of the strategic report.

 

The company's key stakeholders included, but are not limited to:

 

During the year the directors, having regard to the financial performance and position of the company, and ability to continue to meet the expectations of its key stakeholders, made a principal decision to pay a dividend to its parent company. The directors determined that this payment of a dividend would not impact the company's long-term success, particularly the needs of the stakeholders above.

 

Indutrade UK recognises the importance and value of employees and seeks to ensure all staff are treated fairly and provided with good working conditions within a supportive culture. Employees' expectations are clearly laid out in the staff handbooks. Regular communications are made by staff briefings and meetings with employees being involved in decisions affecting their areas.

 

Indutrade UK pay all creditors to terms to maintain continuity of supplies, assist in developing relationships and maintain reputation.

 

Indutrade UK is owned by Indutrade AB, who have become a signatory of the UN Global Compact and is committed to actively promoting the principles on human rights, working conditions, environment and anti-corruption.

 

The company is a UK subsidiary of Indutrade AB, listed on Nasdaq Stockholm and included on the Large Cap list. From the perspective of the board as a result of the Group governance structure, to the extent necessary for an understanding of the development, performance and position of the entity, the company's directors believe that the requirements of section 172 (1) (a) - (f) are discussed in detail in Indutrade AB's Annual Report, which does not form part of this report.

By order of the board
R Joynson
Secretary
24 September 2024
INDUTRADE UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INDUTRADE UK LIMITED
- 5 -
Opinion

We have audited the financial statements of Indutrade UK Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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 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:

INDUTRADE UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INDUTRADE UK LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was considered capable of detecting irregularities including fraud

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

Identifying and assessing potential risks relating to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:

INDUTRADE UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INDUTRADE UK LIMITED
- 7 -

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks the company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

Our procedures to respond to risks identified included the following:

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ryan Wear BSc ACA
Senior Statutory Auditor
For and on behalf of UHY Hacker Young Manchester LLP
24 September 2024
Chartered Accountants
Statutory Auditor
St James Building
79 Oxford Street
Manchester
M1 6HT
INDUTRADE UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
61,507
60,809
Administrative expenses
(1,603,612)
(2,064,134)
Operating loss
4
(1,542,105)
(2,003,325)
Income from shares in group undertakings
8
17,240,000
19,500,000
Interest receivable from group undertakings
8
203,592
140,296
Interest payable and similar expenses
9
(3,489,583)
(4,534,749)
Amounts written off investments
10
-
(1,500,000)
Profit before taxation
12,411,904
11,602,222
Tax on profit
11
706,000
1,216,000
Profit for the financial year
13,117,904
12,818,222

The profit and loss account has been prepared on the basis that all operations are continuing operations.

INDUTRADE UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
ASSETS
Fixed assets
Tangible assets
13
47,655
47,523
Investments
14
161,394,147
162,693,127
161,441,802
162,740,650
Current assets
Debtors
16
7,300,166
7,100,661
Cash at bank and in hand
1,561
1,403
7,301,727
7,102,064
Total assets
168,743,529
169,842,714
EQUITY
Capital and reserves
Called up share capital
20
102
102
Share premium account
1,000,033
1,000,033
Profit and loss reserves
21
116,982,059
3,864,155
Total equity
117,982,194
4,864,290
LIABILITIES
Creditors: amounts falling due after more than one year
18
6,000,000
6,000,000
Creditors: amounts falling due within one year
17
44,761,335
158,978,424
Total equity and liabilities
168,743,529
169,842,714
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:
P I Rowlands
Director
Company registration number 09287563 (England and Wales)
INDUTRADE UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
102
1,000,033
7,045,933
8,046,068
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
12,818,222
12,818,222
Dividends
12
-
-
(16,000,000)
(16,000,000)
Balance at 31 December 2022
102
1,000,033
3,864,155
4,864,290
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
13,117,904
13,117,904
Issue of share capital
20
100,000,000
-
0
-
100,000,000
Reduction of shares
20
(100,000,000)
-
0
100,000,000
-
0
Balance at 31 December 2023
102
1,000,033
116,982,059
117,982,194
INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information

Indutrade UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ellard House, Floats Road, Roundthorn Industrial Estate, Wythenshawe, Manchester, M23 9WB.

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. The principal accounting policies adopted are set out below.

This 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:

 

 

The financial statements of the company are consolidated in the financial statements of Indutrade AB. These consolidated financial statements are available from the website www.indutrade.com.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Indutrade UK Limited is a wholly owned subsidiary of Indutrade AB and the results of Indutrade UK Limited are included in the consolidated financial statements of Indutrade AB which are publicly available.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

1.3
Turnover

Turnover arises from charges made to the UK subsidiary companies for management guidance.

1.4
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.

INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -

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:

Computers
25% on cost

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 credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

1.7
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.

1.8
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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.

INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
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.

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 company 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 company 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.

INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company 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 company.

1.10
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 company’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 when the company has 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.

INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.11
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.

1.12
Retirement benefits

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

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of investments in subsidiaries

The company conducts impairment reviews of investments in subsidiaries whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable or tests for impairment annually in accordance with the relevant accounting standards. Determining whether an asset is impaired required and estimation of the recoverable amount, which requires the company to estimate the value in is based on future cash flows and a suitable discount rate in order to calculate the present value. Where the actual future cash flows are less than expected, an impairment loss may arise.

Contingent Consideration

Contingent consideration is initially recognised at estimated amount where the consideration is probably and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Rendering of services
61,507
60,809
INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 16 -
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
61,507
60,809
2023
2022
£
£
Other revenue
Interest income
203,592
140,296
Dividends received
17,240,000
19,500,000
4
Operating loss
2023
2022
Operating loss for the year is stated after charging:
£
£
Depreciation of owned tangible fixed assets
14,530
9,452
Operating lease charges
11,500
16,000
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 company
10,590
10,000
6
Employees

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

2023
2022
Number
Number
11
9

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
815,711
866,535
Social security costs
85,147
83,685
Pension costs
65,461
57,231
966,319
1,007,451
INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
328,200
274,034
Company pension contributions to defined contribution schemes
39,960
30,560
368,160
304,594

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
328,200
274,034
Company pension contributions to defined contribution schemes
39,960
30,560

P Rowlands was the only director to receive remuneration from the company and he was also the highest paid director, his aggregate remuneration (including benefits in kind) was £368,160 (2022: £304,594) including company pension contributions of £39,960 (2022: £30,560) made to a money purchase scheme on his behalf. The number of directors to whom retirement benefits were accruing under money purchase schemes was 1 (2022: 1).

 

The remaining directors received no remuneration through Indutrade UK Limited (2022: £nil) but did receive remuneration through Indutrade AB. These directors are employed by Indutrade AB as part of the overall group function and no remuneration is directly recharged back to Indutrade UK Limited.

 

The key management personnel during the year were the directors and company secretary of the Company.

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
203,592
140,296
Income from fixed asset investments
Income from shares in group undertakings
17,240,000
19,500,000
Total income
17,443,592
19,640,296
Disclosed on the profit and loss account as follows:
Income from shares in group undertakings
17,240,000
19,500,000
Interest receivable from group undertakings
203,592
140,296
INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
3,372,768
3,526,700
Interest payable to group undertakings
116,815
1,008,049
3,489,583
4,534,749
10
Amounts written off investments
2023
2022
£
£
Other gains and losses
-
(1,500,000)

At the request of Indutrade AB, the investment in Datum Electronics Holdings was written off in the comparative period as the company was dissolved following corporate restructure.

11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(706,000)
(1,216,000)

The actual 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
12,411,904
11,602,222
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
3,102,976
2,204,422
Tax effect of expenses that are not deductible in determining taxable profit
-
0
349,935
Tax effect of income not taxable in determining taxable profit
(3,808,976)
(3,705,000)
Other tax adjustments
-
0
(65,357)
Taxation credit for the year
(706,000)
(1,216,000)

No liability to UK corporation tax arose on ordinary activities for the year ended 31 December 2023 but tax losses amounting to £706,000 (2022: £1,216,000) are available for group relief.

INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
12
Dividends
2023
2022
£
£
Final paid
-
0
16,000,000
13
Tangible fixed assets
Computers
£
Cost
At 1 January 2023
70,895
Additions
14,662
At 31 December 2023
85,557
Depreciation and impairment
At 1 January 2023
23,372
Depreciation charged in the year
14,530
At 31 December 2023
37,902
Carrying amount
At 31 December 2023
47,655
At 31 December 2022
47,523
14
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
15
161,394,147
162,693,127
15
Subsidiaries

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

INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Subsidiaries
(Continued)
- 20 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Adaero Precision Components Limited
Unit 6, Downs End, Lords Meadow Industrial Estate, Crediton, Devon, EX17 1HN
Ordinary
100.00
Milltech Precision Engineering Limited and its wholly owned subsidiary R A Howarth (Engineering) Limited
Liberamus House, Witchcraft Way, Rackheath Industrial Estate, Norwich, NR13 6GA
Ordinary
100.00
Pipe Equipment Specialists Limited
66a Dukesway, Teeside Industrial Estate, Thornaby, Stockton on Tees, Cleveland, TS17 9LT
Ordinary
100.00
Beldam Crossley Limited
Units A&B, Lostock Industrial Estate, Lostock Lane, Lostock, Bolton, BL6 4BL
Ordinary
100.00
Flowstop Limited
1 Kingdom Avenue, Northacre Industrial Park, Westbury, Wiltshire, BA13 4WE
Ordinary
100.00
Irvine Spring Company Limited
6 Kyle Road, Industrial Estate, Irving, Ayrshire, KA12 8JS
Ordinary
100.00
ALH Systems Limited
1 Kingdom Avenue, Northacre Industrial Park, Westbury, Wiltshire, BA13 4WE
Ordinary
100.00
Birmingham Specialties Limited
Lincoln Works, Moor Lane, Witton, Birmingham, B6 7HE
Ordinary
100.00
Micro Spring & Pressworks Company Limited
Brookside Elizabeth Way, Enfield Industrial Estate, Redditch, B97 6BL
Ordinary
100.00
Precision Products (UK) Limited
Unit 1, Cobnar Wood Close, Chesterfield, S41 9RQ
Ordinary
100.00
Verplas Limited
Unit 7, Verwood Industrial Estate, Blackhill, Verwood, Dorset, BH31 6HA
Ordinary
100.00
Bailey Morris Limited
8 Little End Road, Eaton Socon, Cambridgeshire, PE19 8GE
Ordinary
100.00
Vacuum Engineering Services Limited
St Modwen Road, Stretford, Manchester, Greater Manchester, M32 0ZE
Ordinary
100.00
Ellard Limited
Ellard House Floats Road, Roundthorn Industrial Estate, Manchester, M23 9WB
Ordinary
100.00
Wholesale Welding Supplies Limited
Peters House Orbital Centre, Icknield Way, Letchworth Garden City, Hertfordshire, SG6 1ET
Ordinary
100.00
Adam Equipment Co. Limited
Adam Equipment Co Ltd Maidstone Road, Kingston, Milton Keynes, MK10 0BD
Ordinary
100.00
Natgraph Limited
Dabell Avenue, Blenheim Industrial Estate, Nottingham, NG6 8WA
Ordinary
100.00
Advance Technical Systems Ltd
Advance Welding Units 1 And 2, Taylor Street, Cleckheaton, West Yorkshire, United Kingdom, BD19 5DZ
Ordinary
100.00
N.W. Metal Sections Ltd
Units 1-3 Glebe Park, Glebe Road, Gillibrands, United Kingdom, WN8 9JP
Ordinary
100.00
Autoroll UK Limited
Pinewood Business Park, Wilden Road, Washington, Tyne & Wear, United Kingdom, NE38 8QB
Ordinary
100.00
Huntingdon Fusion Techniques Limited
Stukeley Meadow, Gwscwm Road, Burry Port, Carmarthenshire, Wales, SA16 0BU
Ordinary
100.00
Datum Electronics Ltd
Datum Global Hq, Castle Street, East Cowes, England, PO32 6EZ
Ordinary
100.00
INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
16
Debtors
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
3,288,955
2,582,955
Amounts owed by group undertakings
4,009,162
4,481,468
Other debtors
2,049
36,238
7,300,166
7,100,661

Amounts owed by group undertakings are unsecured, repayable on demand and the interest rate was 5.93% (2022: variable rates between 2.60% and 5.98%) charged on the outstanding balance and credited to the Statement of comprehensive income.

17
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank overdraft
44,449,398
127,969,039
Trade creditors
23,581
26,802
Amounts owed to group undertakings
2,675
28,382,235
Taxation and social security
37,539
23,191
Other creditors
83,308
1,900,240
Accruals and deferred income
164,834
676,917
44,761,335
158,978,424

The parent company loan (included in amounts due to group undertakings) totalling £nil (2022: £28,379,560) is unsecured, repayable on demand and interest is charged on a quarterly basis and paid to Indutrade AB at a rate of 5.93% (2022: rates varying between 2.60% and 5.98%) during the year on outstanding amounts.

 

During the year the parent company loan was settled as part of a debt for equity swap. Note 20.

 

The bank overdraft is an internal unsecured overdraft held with Svenska Handelsbanken AB as part of the Indutrade AB UK cash pool system and interest is charged and paid to Indutrade AB at a rate of 5.93% (2022: rates varying between 2.60% and 5.98%) during the year on overdue amounts.

18
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
6,000,000
6,000,000

Other creditors relate to contingent consideration in respect of an acquisition made during 2021 in accordance with the signed Share Purchase Agreement.

INDUTRADE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
65,461
57,231

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
102
102
102
102

On the 25 January 2023 the company issued 100,000,000 shares at a nominal value of £1 per share. The amount of £100,000,000 was paid by way of a reduction in debt. On the same day the Company passed a special resolution cancelling 100,000,000 fully paid ordinary shares of £1 each and the amount by which the share capital account is so reduced be treated as realised profit.

21
Profit and loss reserves

Share premium account

 

Includes premiums received in issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the premium.

 

Profit or loss account

 

Includes all current and prior year retained profits and losses, less dividends paid.

22
Ultimate controlling party

The ultimate parent company and controlling party is Indutrade AB, a company incoprorated in Sweden. Indutrade AB heads the largest and smallest group of companies to consolidate these financial statements. A copy of the Indutrade AB consolidated financial statements are available from Indutrade AB, Raseborgsgaten 9, Box 6044, SE-164 06 Kista, Sweden.

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