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Registered number: 01111032









CHAPMAN FREEBORN INTERNATIONAL LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
COMPANY INFORMATION


Directors
E Erbacher 
V Kojaliene 




Registered number
01111032



Registered office
3 City Place
Beehive Ring Road

Gatwick

West Sussex

RH6 0PA




Independent auditors
Haslers
Chartered Accountants & Statutory Auditor

Old Station Road

Loughton

Essex

IG10 4PL




Bankers
Santander UK plc
2 Triton Square

Regents Place

London

NW1 3AN





 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 

CONTENTS



Page
Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 5
Directors' Responsibilities Statement
 
 
6
Independent Auditors' Report
 
 
7 - 10
Statement of Comprehensive Income
 
 
11
Balance Sheet
 
 
12
Statement of Changes in Equity
 
 
13
Notes to the Financial Statements
 
 
14 - 28


 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report for Chapman Freeborn International Limited for the year ended 31 December 2023. 

Review and analysis of the business during the current year

The Company continued its principal activity of provision of management services throughout the current year.
Chapman Freeborn International Limited is an intermediate holding company and as a subsidiary company is exempt from the requirement to prepare group accounts by virtue of section 400 of the Companies Act 2006.

Development and financial performance during the year

As reported in the company's profit and loss account, revenue has decreased on prior year from £12,980,613 to £10,749,477 whilst profit after tax has shown a decrease from £56,914,046 to £43,920,205 in the current period, due to a significant variance in income from investments. 

Financial position at the reporting date

The balance sheet shows that the company's net assets at the year end has decreased from £5,566,971 to £1,487,176.

Principal risks and uncertainties facing the business
 
Management continually monitor the key risks facing the group together with assessing the controls used for managing these risks. The board of directors formally reviews and documents the principal risks facing the business at least annually.  
   
The principal risks and uncertainties facing the group are as follows:  
   
• Environmental and market – air charter broking can be materially impacted by changes in global       economies, political instability, natural events and supply chain mechanics affecting the movement of    cargo and passengers.  The group manages exposure by constantly monitoring global events, constant    communication with customer needs and regular liaising with current and potential suppliers;
• Competitor pressure – the market in which the group operates is highly competitive with low barriers to    entry. The group manages the risk by maintaining strong relationship with its key customers;
• Variety of financial risks – the group’s operations expose it to several financial risks including the effects of  changes in foreign exchange rates, credit risk, liquidity risk and interest rate risk, all of which are     monitored, and strategies adopted on a regular basis;
• Strategic risk – the group’s growth strategy is of complementary acquisitions, with a focus on increasing    managed capacity through access to aircraft from our parent group or adding directly to our subsidiary’s      capabilities.  We carry out detailed reviews of potential acquisitions and additions to our managed     capacities to ensure in line with our strategic aims and when opportunities are identified appropriate due    diligence is carried out either by adequately qualified internal teams or externally companies as required.

Key performance indicators
 
As an intermediate holding company, and the provider of management services to group companies, the directors consider that there are no relevant key performance indicators.

Page 1

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Company
 
The board of directors of Chapman Freeborn International Limited consider, both individually and together, that they have acted in a way that they consider to be in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the company’s employees;
• the need to foster the company’s business relationships with customers, suppliers, and others;
• the impact of the company’s operations on the community and environment; and
• the desirability of the company maintaining a reputation for high standards of business conduct.
Directors’ fulfil their duties as follows:
Risk Management: we provide business critical services to our clients, often in time pressured and challenging environments.  It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face, and that we continue to evolve our approach to risk management.
Consideration of stakeholders’ interests has always been integral to the work of the Board and in its decision making.  The Board’s decision making process includes considering and evaluating the impact of decisions on the key identified stakeholders.  For strategic decisions the Board evaluates associated documentation to allow for an informed assessment, for example an outline of key risks and opportunities and of the possible impact on stakeholders and the long term strategic impact.


This report was approved by the board on 18 March 2024 and signed on its behalf.



V Kojaliene
Director

Page 2

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Results and dividends

The profit for the year, after taxation, amounted to £43,920,205 (2022 - £56,914,046).

The company paid an interim dividend of £48,000,000 (2022: £66,100,000) in the year.

Directors

The directors who served during the year were:

E Erbacher 
V Kojaliene 

Future developments

The directors consider that there are no significant future developments which require disclosure.

Financial instruments

Foreign currency risk
The Company's principal foreign currency exposures arise from trading with overseas companies. The company actively hedges against adverse currency fluctuations with the purchase of forward contracts. The company also maintains Euro, US Dollar, Australian Dollar and Canadian Dollar bank accounts. The directors do not consider this risk to be significant in that it could materially impact the company. 
Credit risk
Investments of cash surpluses are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary.
Liquidity risk
The Company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Company has sufficient liquid resources to meet the operating needs of the business.
Interest rate risk
The Company has both interest bearing assets and liabilities. Interest bearing assets include only cash balances that earn interest at fixed and variable rates. Interest bearing liabilities include loan balances where interest is charged at fixed and variable rates 

Page 3

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Engagement with suppliers, customers and others

The Board acknowledges that the long term success of the group is dependent on the way it works with several important stakeholders. Key stakeholders are considered in their decision making and in doing so ensure the directors' duty is discharged under section 172 of the Companies Act 2006.
Customers
Customers are proactively engaged through our global team structure in order to build long standing relationships and deliver high standards of service. We also have dedicated Customer Service teams to ensure we have met our customers’ needs and expectations.
Our Compliance team ensure that we achieve customer quality requirements and that we conform to all applicable requirements. 
Our sales teams are now structured on a regional basis with specialist knowledge across the range of our products and services, supported by dedicated product managers, to ensure that we can provide the highest level of service and care to our customers globally.
Product reports are provided by the commercial team for each Board Meeting, which detail our performance against budget and current commercial environments.
Suppliers
Our supplier relationships are vital to our overall success, allowing us to deliver an extraordinary experience to our customers in all the markets in which we operate.
The group is committed to maintaining the highest possible standards of integrity and trust in our business relationship with suppliers, and in turn, looks for suppliers and contractors who operate with values and standards like ours.
Employees
The Board recognises that the ability to retain talented and committed employees contributes significantly to the success of the group.
Engagement with employees takes many forms including surveys, formal and informal meetings and regular email communications.
Reports and KPIs are provided by the HR team for each Board Meeting, which detail our performance against KPI’s and employee engagement.
Shareholders
Our Board contains directors appointed by the company’s shareholder. These representatives attend the Board meetings and receive monthly management accounts and Board packs containing summaries of the key matters.
Environment
The risk of environmental damage is controlled through the implementation and enforcement of health and safety policies and procedures.
 
 
Page 4

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

The Group is committed to further reducing the environmental impact of our operations through the efficient use of resources, the reduction of waste and carbon emissions, recycling, transport planning and the careful handling of hazardous substances.
The Group will encourage its employees and business partners to conduct activities in an environmentally responsible manner by:
a) Supporting local environment sustainability initiatives such as energy saving, green travel or waste reduction programmes.
b) Challenging unsustainable activities such as the wasteful use of energy.
c) Being vigilant with respect to reporting any environmental risks, hazards or situations which do not appear right, including any potential regulatory breaches.

Principal decisions taken in the year

The Board approved the group budget for 2023 and expenditure on major strategic projects, such as strategic acquisitions and increases in managed fleet capacity.
The Board considers that it has complied in all material respects with their s172(1) duties.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end. . 

Auditors

The auditorsHaslerswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 18 March 2024 and signed on its behalf.
 





V Kojaliene
Director

Page 5

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 6

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHAPMAN FREEBORN INTERNATIONAL LIMITED
 

Opinion


We have audited the financial statements of Chapman Freeborn International 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 the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.


Page 7

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHAPMAN FREEBORN INTERNATIONAL LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


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:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 8

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHAPMAN FREEBORN INTERNATIONAL LIMITED (CONTINUED)


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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that:
•had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation etc; and
•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. These included health and safety regulations. 
We obtained an understanding of how the company are complying with those legal and regulatory frameworks by making inquiries to the management and the company’s head of legal and regulatory matters. We corroborated our inquiries through our review of documentation generated and assessing the extent of compliance with the relevant laws and regulations. 
We discussed among the audit engagement team regarding the opportunities and incentives, including management override of controls, that may exist within the organisation for fraud and how and where fraud might occur in the financial statement
As a result of the above we identified income recognition and management override as a key audit risk.  In order to address these risks, we completed testing to ensure that income was being recognised in accordance with the accounting policy. 
We tested manual journals on a sample basis to ensure that journals were posted by members of staff who had the authority to and to confirm that the journals were in line with our expectations. 


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 9

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHAPMAN FREEBORN INTERNATIONAL LIMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Christina Georgiou (Senior Statutory Auditor)
for and on behalf of
Haslers
Chartered Accountants
Statutory Auditor
Old Station Road
Loughton
Essex
IG10 4PL

18 March 2024
Page 10

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
10,749,477
12,980,613

Cost of sales
  
(955,571)
(517,551)

Gross profit
  
9,793,906
12,463,062

Administrative expenses
  
(9,121,158)
(6,906,008)

Operating profit
 5 
672,748
5,557,054

Income from shares in group undertakings
  
43,908,879
53,104,774

Amounts written off investments
  
413,292
(1,424,209)

Interest receivable and similar income
 9 
25,620
13,046

Interest payable and similar expenses
 10 
(728,944)
(219,720)

Profit before tax
  
44,291,595
57,030,945

Tax on profit
 11 
(371,390)
(116,899)

Profit for the financial year
  
43,920,205
56,914,046

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 14 to 28 form part of these financial statements.

Page 11

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
REGISTERED NUMBER: 01111032

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2023
2022
2022
Note
£
£
£
£

Fixed assets
  

Intangible assets
 13 
2,075,678
664,330

Tangible assets
 14 
236,055
59,853

Investments
 15 
10,461,843
10,345,876

  
12,773,576
11,070,059

Current assets
  

Debtors: amounts falling due after more than one year
 16 
16,560
-

Debtors: amounts falling due within one year
 16 
39,006,228
42,218,354

Cash at bank and in hand
 17 
719,653
1,227,825

  
39,742,441
43,446,179

Creditors: amounts falling due within one year
 18 
(50,377,985)
(48,196,728)

Net current liabilities
  
 
 
(10,635,544)
 
 
(4,750,549)

Total assets less current liabilities
  
2,138,032
6,319,510

Provisions for liabilities
  

Deferred tax
 19 
(513,929)
(142,539)

Other provisions
 20 
(136,927)
(610,000)

  
 
 
(650,856)
 
 
(752,539)

Net assets
  
1,487,176
5,566,971


Capital and reserves
  

Called up share capital 
 21 
100,000
100,000

Profit and loss account
 22 
1,387,176
5,466,971

  
1,487,176
5,566,971


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 March 2024.




V Kojaliene
Director

The notes on pages 14 to 28 form part of these financial statements.

Page 12

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
100,000
5,466,971
5,566,971


Comprehensive income for the year

Profit for the year
-
43,920,205
43,920,205
Total comprehensive income for the year
-
43,920,205
43,920,205


Contributions by and distributions to owners

Dividends: Equity capital
-
(48,000,000)
(48,000,000)


Total transactions with owners
-
(48,000,000)
(48,000,000)


At 31 December 2023
100,000
1,387,176
1,487,176



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
100,000
14,652,925
14,752,925


Comprehensive income for the year

Profit for the year
-
56,914,046
56,914,046
Total comprehensive income for the year
-
56,914,046
56,914,046


Contributions by and distributions to owners

Dividends: Equity capital
-
(66,100,000)
(66,100,000)


Total transactions with owners
-
(66,100,000)
(66,100,000)


At 31 December 2022
100,000
5,466,971
5,566,971


The notes on pages 14 to 28 form part of these financial statements.

Page 13

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Chapman Freeborn International Limited is a private company limited by shares incorporated in England and Wales, United Kingdom, with a registration number 01111032. The address of the registered office is 3 City Place, Beehive Ring Road, Gatwick, West Sussex, RH6 OPA. The principal activity of the company is that of a holding company. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Chapman Freeborn Holdings Limited as at 31 December 2023 and these financial statements may be obtained from the Company's registered office.

 
2.3

Going concern

The Company's business activities, together with the factors likely to affect the future development,
performance and position, are set out in the Strategic Report on page 1, together with the financial
position of the Company. The directors have a reasonable expectation that the company has
adequate resources to continue in operation existence for the foreseeable future. Therefore the
directors continue to adopt the going concern basis in preparing the annual financial statements.

Page 14

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

  
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes, and represents charges for services provided during the year.

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 15

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 16

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
25%
straight line
Computer equipment
-
25%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Financial instruments

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments
Page 18

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)


Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. 
Management considers that there are no judgements that have been made in the process of applying the entity's accounting policies that have a significant effect on the financial statements. Furthermore, management considers that there are no areas of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.


4.


Turnover

All turnover arose within the United Kingdom.

Page 19

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
(77,624)
(5,754,464)

Other operating lease rentals
41,433
-


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
15,000
13,500

Fees payable to the Company's auditors and their associates in respect of:

The auditing of accounts of associates of the Company
-
650

Taxation compliance services
1,820
2,229

All taxation advisory services not included above
350
6,935

All non-audit services not included above
988
465


7.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
2
2

Page 20

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

The directors of the company are remunerated via subsidiary undertakings and their total remuneration from subsidiary undertakings is as follows: 
 


2023
2022
£
£

Directors' emoluments
676,351
1,052,878

Company contributions to defined contribution pension schemes
-
2,486

676,351
1,055,364


During the year retirement benefits were accruing to  0 directors (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £419,377 (2022 - £523,613).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £2,486).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
25,620
13,046

25,620
13,046


10.


Interest payable and similar expenses

2023
2022
£
£


Other interest payable
728,944
219,720

728,944
219,720

Page 21

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation


2023
2022
£
£

Deferred tax


Origination and reversal of timing differences
371,390
116,899

Total deferred tax
371,390
116,899


Taxation on profit on ordinary activities
371,390
116,899

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
44,291,595
57,030,945


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
10,408,525
10,835,880

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(81,596)
568,251

Depreciation for year in excess of capital allowances
6,365
(36,805)

Dividends from UK companies
(10,318,587)
(10,089,907)

Group relief
363,276
(1,188,576)

Other differences leading to an increase (decrease) in the tax charge
(6,593)
28,056

Total tax charge for the year
371,390
116,899

The corporation tax rate increased from 19% to 25% with effect from 1 April 2023. This results in the increase in the tax rate shown above. Next year the Company’s rate will be the full 25%. 
The deferred taxation balances have been measured using 25%, which is the enacted rate applicable in the reporting periods when the timing differences reverse.


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Dividends

2023
2022
£
£


Interim dividends
48,000,000
66,100,000

48,000,000
66,100,000


13.


Intangible assets




Computer software

£



Cost


At 1 January 2023
1,257,487


Additions
1,698,850



At 31 December 2023

2,956,337



Amortisation


At 1 January 2023
593,158


Charge for the year on owned assets
287,501



At 31 December 2023

880,659



Net book value



At 31 December 2023
2,075,678



At 31 December 2022
664,330



Page 23

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
-
488,892
488,892


Additions
183,759
71,002
254,761



At 31 December 2023

183,759
559,894
743,653



Depreciation


At 1 January 2023
-
429,039
429,039


Charge for the year on owned assets
34,719
43,840
78,559



At 31 December 2023

34,719
472,879
507,598



Net book value



At 31 December 2023
149,040
87,015
236,055



At 31 December 2022
-
59,853
59,853


15.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
10,345,876


Additions
115,967



At 31 December 2023
10,461,843




Page 24

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Chapman Freeborn Airchartering Limited
UK
Ordinary
100%
Chapman Freeborn Airchartering (China) Limited
UK
Ordinary
100%
Zeusbond Limited
UK
Ordinary
75%
Intradco Cargo Services Limited
UK
Ordinary
75%
Magma Aviation Limited
UK
Ordinary
100%
Wings 24 Limited
UK
Ordinary
100%
Alltrans Management Pty Ltd
Australia
Ordinary
100%
Chapman Freeborn Airchartering Limited
Afghanistan
Ordinary
100%
Chapman Freeborn Airchartering BV
Belgium
Ordinary
80%
Chapman Freeborn Airchartering Limited t/a Intradco Global
Canada
Ordinary
75%
Chapman Freeborn Airchartering Consulting (Shanghai) Co. Ltd
China
Ordinary
100%
Chapman Freeborn Airchartering Consulting (Shanghai) Co. Ltd (Beijing Chaoyang Branch)
China
Ordinary
100%
SCI France Patrimoine
France
Ordinary
100%
Chapman Freeborn Airmarketing GmbH
Germany
Ordinary
100%
Chapman Freeborn OBC GmbH
Germany
Ordinary
100%
Arcus-Air-Logistics GmbH
Germany
Ordinary
100%
Arcus OBC GmbH
Germany
Ordinary
100%
Chapman Freeborn Handcarry Limited
Hong Kong
Ordinary
100%
Chapman Freeborn Airchartering pvt Limited
India
Ordinary
100%
Chapman Freeborn Airchartering Sp z.o.o
Poland
Ordinary
100%
Chapman Freeborn Airchartering Pte Limited
Singapore
Ordinary
100%
Arcus-Air-Logistics s.r.o
Slovakia
Ordinary
100%
Chapman Freeborn Airchartering (South Africa) Pty Limited
South Africa
Ordinary
100%
Chapman Freeborn Airchartering SA
Spain
Ordinary
100%
Arcus-Air-Logistics Iberica S.L.U
Spain
Ordinary
100%
Chapman Freeborn Havacilik Tasimacilik Ticaret Limited Sirketi
Turkey
Ordinary
100%
Chapman Freeborn Aviation Services DMCC
UAE
Ordinary
100%
Chapman Freeborn Aviation Services FZCO
UAE
Ordinary
100%
Chapman Freeborn Airchartering Inc
USA
Ordinary
100%
Intradco Global DMCC
UAE
Ordinary
75%
Chapman Freeborn Airchartering KSA
Saudi Arabia
Ordinary
100%

The registered office addresses of the above subsidiaries can be obtained from the registered office address of Chapman Freeborn International Limited.

Page 25

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
16,560
-

16,560
-


2023
2022
£
£

Due within one year

Trade debtors
37,668
34,729

Amounts owed by group undertakings
38,237,938
41,823,669

Other debtors
152,959
76,525

Prepayments and accrued income
577,663
283,431

39,006,228
42,218,354



17.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
719,653
1,227,825

719,653
1,227,825



18.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
177,872
132,241

Amounts owed to group undertakings
48,752,662
43,927,087

Other taxation and social security
-
920,969

Accruals and deferred income
1,447,451
3,216,431

50,377,985
48,196,728


Page 26

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Deferred taxation




2023


£






At beginning of year
(142,539)


Charged to profit or loss
(371,390)



At end of year
(513,929)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(513,929)
(142,539)

(513,929)
(142,539)

The net reversal of deferred tax assets and liabilities expected to reverse in 2024 is £148,373. This primarily relates to the reversal of timing differences on acquired tangible assets and capital allowances through depreciation. 


20.


Provisions




Other provision

£





At 1 January 2023
610,000


Released in year
(473,073)



At 31 December 2023
136,927

The provision relates to potential claims against the company arising from events during 2022. No further information is disclosed as the directors consider that further disclosure would be prejudicial to the company.

Page 27

 
CHAPMAN FREEBORN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



100,000 (2022 - 100,000) Ordinary shares of £1.00 each
100,000
100,000



22.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


23.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
54,367
-

Later than 1 year and not later than 5 years
170,200
-

224,567
-


24.


Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 102 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the immediate parent company and are publicly available.


25.


Controlling party

The immediate UK parent company is Chapman Freeborn Holdings Limited, a company incorporated in England and Wales.
The ultimate controlling party is Mr G Ziemelis by virtue of his control over the company which has majority control of Chapman Freeborn Holdings Limited. 
The smallest group to consolidate these financial statements is Chapman Freeborn Holdings Limited. Copies of the consolidated financial statements of Chapman Freeborn Holdings Limited can be obtained from Companies House website.

 
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