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Registered number: 03575908










ARMAJARO HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ARMAJARO HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
A R B Ward 
A E B Ward 
M R P Ward 




Registered number
03575908



Registered office
51-52 Frith Street

London

W1D 4SH




Independent auditors
Price Bailey LLP
Chartered Accountants & Statutory Auditors

Causeway House

1 Dane Street

Bishop's Stortford

Hertfordshire

CM23 3BT





 
ARMAJARO HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditors' Report
7 - 9
Consolidated Statement of Comprehensive Income
10
Consolidated Balance Sheet
11
Company Balance Sheet
12
Consolidated Statement of Changes in Equity
13 - 14
Company Statement of Changes in Equity
15 - 16
Consolidated Statement of Cash Flows
17
Consolidated Analysis of Net Debt
18
Notes to the Financial Statements
19 - 37


 
ARMAJARO HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The group’s principal activities during the year were the trading of soft commodities and related derivative products, investment in early stage and scaling businesses, and development of its South African real estate and agricultural assets.
The 3 lines of business have been the focus of the Board since the group became a family office during 2017. The Board and shareholders comprise family members exclusively.
The group’s objective is the preservation and long-term growth of shareholder capital which is applied to support the Board’s social, economic, and environmental interests. The group duly invests in commercial opportunities across a range of asset classes and industry verticals without the constraints of a formal allocations mandate or performance benchmarks.
The group’s investment activities help to sustain small and medium sized businesses and significant employment in both the UK and South Africa. They support government in offering a meaningful source of patient risk capital beyond that created by favourable personal tax incentives or the formal capital markets.

Page 1

 
ARMAJARO HOLDINGS LIMITED
 

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

Business review
 
- Commodity Trading
The year ended 31 December 2023 was another good year for the commodities trading business. 6 years of profitable trading now underpin the consolidated group results since the company became a family office. The Board’s trading methodology and risk management strategies have remained relatively consistent year on year. Strong trading profits fund the group’s growing investment activities.
- Non-Agricultural Investments
The group’s non-agricultural investment activities focus predominantly on the support of British business start- ups, turnarounds, and growth opportunities. A range of equity and debt arrangements of varying quantum apply to the minority stakes taken up in these businesses. The group’s investments are concentrated in businesses operating within the green energy, education, marine, commodities, sports and leisure, hospitality, marketing and financial services industries. But the group’s investment appraisal activities are not exclusive to these industries. The investee businesses are often B2B and invariably feature the latest, life-enhancing disruptive technologies as their USP. The great majority of the Board’s non-agricultural investments to-date are not real estate backed. 
During the year £8.4m was invested in various new businesses and existing investments. At 31 December 2023, the total investments in unquoted businesses stated at their market value or original cost less accumulated impairment was £23.7m (2022 £22.2m).
In mid November 2023, the new restaurant, Scape, opened and began trading. 
- Agricultural Investments
The group holds interests in South African real estate and agriculture as well as other supporting commerce through its wholly owned subsidiary Armajaro Estates (Pty) Limited (AEL).
The primary business asset is the Vondeling farm estate on the slopes of the Paardeberg Mountain in the Western Cape which has 98 hectares under vine and produces wines for distribution to the domestic and international markets. After some 20 years of development, the near-term business objective for the Vondeling estate wine business is to achieve breakeven. The estate recorded a loss £901k (2022 loss of £756k).
During 2023, a further 35 hectares of almonds were planted in the neighbouring Vrymansfontein farm estates acquired by AEL in 2020). Further investment has been made to improve the irrigation across the farm and renew the dams and pumphouses.
We have invested some 100 million Rand in the last 12 months for irrigation and land improvement, which should enhance yields once the trees mature (2 more years).

Page 2

 
ARMAJARO HOLDINGS LIMITED
 

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

Principal risks and uncertainties
 
The group’s businesses operate in highly competitive markets. The group manages the risks of operating in
such environments by offering competitive prices, providing value added services and maintaining strong relationships with its customers and suppliers.
Investment risk
The group takes passive investment positions in new businesses, some of which may fail and cause loss to the group. This risk is managed by investing in a diverse range of opportunities so that on balance the group believes its gains will more than compensate for losses.
Liquidity risk
Liquidity risk is the risk that the group may not be able to meet its obligations when they fall due. The group therefore maintains sufficient cash to meet its obligations at all times. The group’s liquidity position is managed by a centralized group treasury function; short term cash requirements and long term funding projections are constantly reviewed to ensure that all funding requirements are adequately covered.
Counterparty risk
The group is exposed to the risk that its counterparties will default on their contractual obligations to pay fees, resulting in a financial loss. This is managed by use of third-party reputable administrators through which fees are received.
Foreign exchange risk
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction or, if hedged, at the forward contract rate. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date or, if appropriate, at the forward contract rate.  Any gain or loss arising from a change in exchange rates is included as an exchange gain or loss in the profit and loss account. The group has chosen GBP as the functional currency reflecting the fact that a substantial amount of the turnover is denominated in GBP. The directors therefore believe that GBP should be used as the presentation currency.

Financial key performance indicators
 
The performance of the commodities business is assessed using the reporting and analysis tools of the third- party trading platforms on which the group’s trading is transacted. Simple cumulative realised and unrealised profits and return on capital employed are the primary metrics referenced by the Board in conjunction with normal risk management measures including established standard returns deviations and margin limits. In achieving an acceptable risk return balance, the Board combines relevant and timely data from its global network of commodity specialists with its own experience of the markets’ idiosyncrasies garnered over many decades. Total assets under management in respect of client funds is an important KPI but is not useful in the context of the group’s own assets under management where these are not managed formally in a closed locked in fund but rather capable of rapid re-allocation by the Board to alternative longer term investment opportunities as they may arise.
The performance of the group’s non-agricultural business investments is assessed by reference to periodic investor reports issued by the managements of the businesses in which the group has acquired a minority interest. Typically investee updates to investors are monthly for key drivers and metrics and quarterly for fuller explanatory narratives. The Board instructs or performs its own full and proper due diligence on prospective investments and typically consults the views of industry experts prior to commitment. Much store is placed on the quality of the investee management teams by the Board, and in all cases these teams are required to be of an exceptional standard to qualify for funding. The performance of investee businesses depends on a wide range of commercial, financial, and operational factors. The ultimate indicator of the performance of the group’s investment activities derives from the consensus valuations placed on its investments by third parties. Such valuations typically arise when the investee business secures new financing monies in exchange for a proportion of the total equity based on a revised total equity valuation for the investee business.
 
Page 3

 
ARMAJARO HOLDINGS LIMITED
 

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

The South African agricultural operation’s performance is assessed by reference to monthly management accounts which employ a range of KPIs for timely assessment of grape cultivation and wine production and distribution. The key metrics include yield per hectare, grape to wine conversion rates, full absorption cost tracking and recovery pricing, and channel priced profits per standard volume measure. In addition to familiar farming and agricultural processing risks and those inherent in viticulture and vinification in particular, the group closely monitors its political and currency exposure.
Future Developments
The Board envisages no change to the group’s 3 lines of business activity in the foreseeable future. The group’s objective is to scale each in a controlled and value accretive manner.


This report was approved by the board on 23 September 2024 and signed on its behalf.



A R B Ward
Director

Page 4

 
ARMAJARO HOLDINGS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors

The directors who served during the year were:

A R B Ward 
A E B Ward 
M R P Ward 

Results and dividends

The profit for the year, after taxation, amounted to £20,302 thousand (2022 - £5,224 thousand).

The Directors do not recommend a final dividend.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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


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

make judgments 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Political contributions

During the year, the Company made non-political contributions of £NIL (2022: £77,700).

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 and the Group'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 and the Group's auditors are aware of that information.

Page 5

 
ARMAJARO HOLDINGS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditors

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

This report was approved by the board on 23 September 2024 and signed on its behalf.
 





A R B Ward
Director

Page 6

 
ARMAJARO HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARMAJARO HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Armajaro Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Group 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 7

 
ARMAJARO HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARMAJARO HOLDINGS 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
ARMAJARO HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARMAJARO HOLDINGS 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 Group 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 gained an understanding of the legal and regulatory framework applicable to the company and the group and he industry in which they operate and considered the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations. This included those regulations directly related to the financial statements, including financial reporting, tax legislation and distributable profits and industry regulations including GDPR, employment law and health and safety.
We communicated the identified laws and regulations with the audit team and remained alert to any indications
of non-compliance throughout the audit. We carried out specific procedures to address the risks identified.
These included the following:
•  Enquiry of management around actual and potential litigation and claims;
• Reviewing minutes of meetings;
•  Performing audit work over the risk of management override of controls, including testing of journal     entries and other adjustments for appropriateness, evaluating the business rationale of significant     transactions  outside the normal course of business and reviewing accounting estimates for bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk 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.





Richard Vass (Senior Statutory Auditor)
for and on behalf of
Price Bailey LLP
Chartered Accountants
Statutory Auditors
Causeway House
1 Dane Street
Bishop's Stortford
Hertfordshire
CM23 3BT

24 September 2024
Page 9

 
ARMAJARO HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Turnover
 3 
53,781
12,313

Cost of sales
  
(11,355)
(1,961)

Gross profit
  
42,426
10,352

Administrative expenses
  
(13,294)
(2,880)

Other operating income
  
155
35

Operating profit
 4 
29,287
7,507

Income from fixed assets investments
  
40
51

Profit/(loss) on disposal of investments/amounts written off
  
23
(612)

Interest receivable and similar income
 8 
529
38

Interest payable and similar expenses
 9 
(274)
(33)

Profit before taxation
  
29,605
6,951

Tax on profit
 10 
(9,303)
(1,727)

Profit for the financial year
  
20,302
5,224

  

Other comprehensive income
  
(700)
425

Total comprehensive income for the year
  
19,602
5,649

Profit for the year attributable to:
  

Owners of the parent Company
  
20,302
5,224

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
19,602
5,649

The notes on pages 19 to 37 form part of these financial statements.

Page 10

 
ARMAJARO HOLDINGS LIMITED
REGISTERED NUMBER: 03575908

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Tangible assets
 12 
18,587
16,380

Investments
 13 
23,683
22,170

  
42,270
38,550

Current assets
  

Stocks
 14 
1,093
938

Debtors: amounts falling due within one year
 15 
20,980
12,573

Current asset investments
 16 
1,791
1,438

Cash at bank and in hand
 17 
3,400
4,310

  
27,264
19,259

Creditors: amounts falling due within one year
 18 
(8,250)
(3,249)

Net current assets
  
 
 
19,014
 
 
16,010

Provisions for liabilities
  

Net assets
  
61,284
54,560


Capital and reserves
  

Called up share capital 
 20 
1,508
1,508

Share premium account
 21 
9,900
9,900

Foreign exchange reserve
 21 
(1,140)
(440)

Profit and loss account
 21 
48,895
41,471

Equity attributable to owners of the parent Company
  
59,163
52,439

Non-controlling interests
  
2,121
2,121

  
61,284
54,560


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2024.




A R B Ward
Director

The notes on pages 19 to 37 form part of these financial statements.

Page 11

 
ARMAJARO HOLDINGS LIMITED
REGISTERED NUMBER: 03575908

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Tangible assets
 12 
115
125

Investments
 13 
50,708
43,463

  
50,823
43,588

Current assets
  

Debtors: amounts falling due within one year
 15 
18,778
10,584

Current asset investments
 16 
1,791
1,438

Cash at bank and in hand
 17 
2,139
3,310

  
22,708
15,332

Creditors: amounts falling due within one year
 18 
(7,975)
(3,143)

Net current assets
  
 
 
14,733
 
 
12,189

  

  

Net assets
  
65,556
55,777


Capital and reserves
  

Called up share capital 
 20 
1,508
1,508

Share premium account
 21 
9,900
9,900

Profit and loss account
  
54,148
44,369

  
65,556
55,777


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2024.


A R B Ward
Director

The notes on pages 19 to 37 form part of these financial statements.

Page 12

 

 
ARMAJARO HOLDINGS LIMITED


 

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



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£000
£000
£000
£000
£000
£000
£000


At 1 January 2023
1,508
9,900
(440)
41,471
52,439
2,121
54,560



Comprehensive income for the year


Profit for the year
-
-
-
20,302
20,302
-
20,302


Foreign exchange translation
-
-
(700)
-
(700)
-
(700)

Total comprehensive income for the year
-
-
(700)
20,302
19,602
-
19,602



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(12,878)
(12,878)
-
(12,878)



At 31 December 2023
1,508
9,900
(1,140)
48,895
59,163
2,121
61,284



The notes on pages 19 to 37 form part of these financial statements.

Page 13

 

 
ARMAJARO HOLDINGS LIMITED


 

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



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£000
£000
£000
£000
£000
£000
£000


At 1 January 2022
1,508
9,900
(865)
37,705
48,248
2,121
50,369



Comprehensive income for the year


Profit for the year
-
-
-
5,224
5,224
-
5,224


Foreign exchange translation
-
-
425
-
425
-
425

Total comprehensive income for the year
-
-
425
5,224
5,649
-
5,649



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(1,458)
(1,458)
-
(1,458)



At 31 December 2022
1,508
9,900
(440)
41,471
52,439
2,121
54,560



The notes on pages 19 to 37 form part of these financial statements.

Page 14

 
ARMAJARO HOLDINGS LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000

At 1 January 2023
1,508
9,900
44,369
55,777


Comprehensive income for the year

Profit for the year
-
-
22,657
22,657
Total comprehensive income for the year
-
-
22,657
22,657


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(12,878)
(12,878)


At 31 December 2023
1,508
9,900
54,148
65,556


The notes on pages 19 to 37 form part of these financial statements.

Page 15

 
ARMAJARO HOLDINGS LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000

At 1 January 2022
1,508
9,900
39,679
51,087


Comprehensive income for the year

Profit for the year
-
-
6,148
6,148


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(1,458)
(1,458)


At 31 December 2022
1,508
9,900
44,369
55,777


The notes on pages 19 to 37 form part of these financial statements.

Page 16

 
ARMAJARO HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£000
£000

Cash flows from operating activities

Profit for the financial year
20,302
5,224

Adjustments for:

Depreciation of tangible assets
429
218

Impairments of fixed assets
7,785
1,312

Interest paid
274
33

Interest received
(529)
(38)

Taxation charge
9,303
1,727

(Increase) in stocks
(155)
(78)

(Increase)/decrease in debtors
(8,407)
7,012

Increase in creditors
3,700
396

Corporation tax (paid)
(10,604)
(4,218)

Foreign exchange
-
142

Income from investments
(40)
(51)

Loss on disposal of investments
926
-

Net cash generated from operating activities

22,984
11,679


Cash flows from investing activities

Purchase of tangible fixed assets
(2,636)
(3,982)

Purchase of unlisted and other investments
(8,365)
(9,283)

Purchase of short-term unlisted investments
(353)
117

Interest received
529
38

Net cash from investing activities

(10,825)
(13,110)

Cash flows from financing activities

Dividends paid
(12,878)
(1,458)

Interest paid
(274)
(33)

Net cash used in financing activities
(13,152)
(1,491)

Net (decrease) in cash and cash equivalents
(993)
(2,922)

Cash and cash equivalents at beginning of year
4,310
7,232

Foreign exchange gains and losses
83
-

Cash and cash equivalents at the end of year
3,400
4,310


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,400
4,310


Page 17

 
ARMAJARO HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£000

£000

£000

Cash at bank and in hand

4,310

(910)

3,400

Debt due within 1 year

-

(4)

(4)

Derivatives

10,142

7,161

17,303


14,452
6,247
20,699

The notes on pages 19 to 37 form part of these financial statements.

Page 18

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Armajaro Holdings Limited is a private company limited by shares. The Company is incorporated in England and Wales. The registered office is 51-52 Frith Street London, W1D 4SH. Its registered number is 03575908.

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 Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

 
2.3

Going concern

The Directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the forseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 19

 
ARMAJARO HOLDINGS 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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 20

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group 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.

The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 January 2022 to continue to be charged over the period to the first market rent review rather than the term of the lease.

 
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 21

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Borrowing costs

All borrowing coss are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Taxation

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

 
2.12

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 22

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
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.

The estimated useful lives range as follows:

Freehold property
-
no depreciation applied
Plant and machinery
-
3 - 27  years
Motor vehicles
-
3 - 5 years
Fixtures and fittings
-
3 years
Other fixed assets
-
15% reducing balance/4 years straight line
Computer equipment
-
2 - 3 years
Works of Art
-
no depreciation applied

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a specific identification measurement basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

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.

Page 23

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

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.

 
2.18

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
• at fair value with changes recognised in the Consolidated Statement of Comprehensive Income if    the shares are publicly traded or their fair value can otherwise be measured reliably;
• at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference etween an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate or measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
 
Page 24

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

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 income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

 
2.19

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.


Turnover

Analysis of turnover by country of destination:

2023
2022
£000
£000

United Kingdom
52,123
10,891

Rest of the world
1,658
1,422

53,781
12,313


Turnover arising in the United Kingdom relates to income recognised by the Parent Company for commodity brokerage and other activities. Turnover arising outside the United Kingdom relates to sales of wine and other agricultural products.


4.


Operating profit

The operating profit is stated after charging:

2023
2022
£000
£000

Exchange differences
810
(1,011)

Other operating lease rentals
106
95

Depreciation of fixed assets
605
218

Page 25

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£000
£000


Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
39
35


6.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Wages and salaries
1,796
1,279
1,330
1,123

Social security costs
147
159
147
159

Cost of defined contribution scheme
8
8
8
8

1,951
1,446
1,485
1,290


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
102
81
7
7


7.


Directors' remuneration

2023
2022
£000
£000

Directors' emoluments
796
605

Group contributions to defined contribution pension schemes
7
14

803
619


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

The highest paid director received remuneration of £307 thousand (2022 - £315 thousand).

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

Page 26

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Interest receivable

2023
2022
£000
£000


Other interest receivable
529
38


9.


Interest payable and similar expenses

2023
2022
£000
£000


Other interest payable
274
33


10.


Taxation


2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
9,304
1,711

Adjustments in respect of previous periods
(1)
16


9,303
1,727


Total current tax
9,303
1,727

Deferred tax

Total deferred tax
-
-


Tax on profit
9,303
1,727
Page 27

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£000
£000


Profit on ordinary activities before tax
29,605
6,951


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
6,963
1,321

Effects of:


Non-tax deductible amortisation of goodwill and impairment
2,259
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
153
230

Capital allowances for year in excess of depreciation
(10)
(8)

NTLR debits/(credits)
(59)
-

Qualifying donations
16
-

Adjustments to tax charge in respect of prior periods
(1)
16

Property income distributions
(8)
-

Exempt AGBH distributions
(10)
-

Unrelieved loss on foreign subsidiaries
-
168

Total tax charge for the year
9,303
1,727


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £23 million (2022 - £6 million).

Page 28

 


 
ARMAJARO HOLDINGS LIMITED


 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


12.


Tangible fixed assets


Group







Freehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Other Fixed Assets
Computer equipment
Assets under Construction
Total

£000
£000
£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2023
5,565
3,671
904
202
-
193
7,280
17,815


Additions
2,212
505
24
270
-
23
812
3,846


Disposals
-
(120)
(18)
-
-
-
-
(138)


Transfers between classes
-
-
-
-
8,092
-
(8,092)
-


Exchange adjustments
(651)
(308)
(93)
(9)
-
(11)
-
(1,072)



At 31 December 2023

7,126
3,748
817
463
8,092
205
-
20,451



Depreciation


At 1 January 2023
-
752
481
84
-
116
-
1,433


Charge for the year on owned assets
-
126
129
17
313
20
-
605


Exchange adjustments
-
(102)
(58)
(10)
-
(4)
-
(174)



At 31 December 2023

-
776
552
91
313
132
-
1,864



Net book value



At 31 December 2023
7,126
2,972
265
372
7,779
73
-
18,587



At 31 December 2022
5,565
2,919
423
118
-
77
7,280
16,382

Page 29

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           12.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2023
2022
£000
£000

Freehold
7,126
5,564



Company






Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£000
£000
£000
£000
£000

Cost or valuation


At 1 January 2023
8
113
127
100
348



At 31 December 2023

8
113
127
100
348



Depreciation


At 1 January 2023
8
103
12
100
223


Charge for the year on owned assets
-
10
-
-
10



At 31 December 2023

8
113
12
100
233



Net book value



At 31 December 2023
-
-
115
-
115



At 31 December 2022
-
10
115
-
125






Page 30

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Group





Other fixed asset investments

£000



Cost or valuation


At 1 January 2023
24,509


Additions
8,365


Disposals
(1,940)



At 31 December 2023

30,934



Impairment


At 1 January 2023
2,339


Charge for the period
5,926


Impairment on disposals
(1,014)



At 31 December 2023

7,251



Net book value



At 31 December 2023
23,683



At 31 December 2022
22,170

Page 31

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company





Investments in subsidiary companies
Loans to subsidiaries
Other fixed asset investments
Total

£000
£000
£000
£000



Cost or valuation


At 1 January 2023
23,954
39,149
23,755
86,858


Additions
336
5,219
9,119
14,674


Disposals
-
14
(1,940)
(1,926)


Amounts written off
(6,523)
(35,124)
-
(41,647)



At 31 December 2023

17,767
9,258
30,934
57,959



Impairment


At 1 January 2023
6,523
35,124
1,748
43,395


Charge for the period
-
-
6,517
6,517


Impairment on disposals
(6,523)
(35,124)
(1,014)
(42,661)



At 31 December 2023

-
-
7,251
7,251



Net book value



At 31 December 2023
17,767
9,258
23,683
50,708



At 31 December 2022
17,431
4,025
22,007
43,463


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Armajaro Estates (Pty) Limited (South Africa)
South Africa
Wine farming and growing and harvesting of almonds
Ordinary
100%
Armajaro Limited
United Kingdom
Investment company
Ordinary
100%
Armajaro (USA) Inc
United States
Dormant
Ordinary
100%
Armajaro Trading Group Limited
United Kingdom
Dormant
Ordinary
100%
Babiana LLP
United Kingdom
Yacht rentals
N/A.
72%
Armajaro Clean Energy Limited
United Kingdom
Dormant
Ordinary
100%

Armajaro Limited and Babiana LLP have not been audited as individual entities as Armajaro Holdings Limited has guaranteed their liabilities with Section 479A of the Companies Act 2006.

Page 32

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

Armajaro Estates (Pty) Limited (South Africa)
9,690
(901)

Armajaro Limited
(51)
-

Armajaro (USA) Inc
76
-

Armajaro Trading Group Limited
-
-

Babiana LLP
6,720
(911)

Armajaro Clean Energy Limited
7
-


14.


Stocks

Group
Group
2023
2022
£000
£000

Raw materials and consumables
1,093
938


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 33

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Trade debtors
54
69
36
69

Amounts owed by group undertakings
-
-
1,220
8

Other debtors
816
817
149
309

Prepayments and accrued income
2,807
1,545
70
56

Financial instruments held for trading
17,303
10,142
17,303
10,142

20,980
12,573
18,778
10,584



16.


Current asset investments

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Wine stock
1,791
1,438
1,791
1,438



17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Cash at bank and in hand
3,400
4,310
2,139
3,310



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Trade creditors
77
60
37
60

Amounts owed to group undertakings
-
-
21
29

Corporation tax
2,489
1,188
2,489
1,188

Other taxation and social security
34
142
34
142

Other creditors
220
139
14
6

Accruals and deferred income
338
141
288
139

Financial instruments
5,092
1,579
5,092
1,579

8,250
3,249
7,975
3,143


Page 34

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Financial assets

Financial assets measured at fair value through profit or loss
17,303
10,142
17,303
10,142

Financial assets held at amortised cost
26,935
27,366
54,124
47,159

44,238
37,508
71,427
57,301


Financial liabilities

Derivative financial instruments measured at fair value through profit or loss held as part of a trading portfolio
5,092
1,579
5,092
1,579

Financial liabilities held at amortised cost
635
340
339
236

5,727
1,919
5,431
1,815


Financial assets measured at fair value through profit or loss comprise derivative financial instruments
represent fair value gains on forward physical and futures commodity contracts.


Financial assets that are debt instruments measured at amortised cost comprise cash, investments in
subsidiaries and unlisted companies, trade and other debtors.
Financial liabilities measured at amortised cost comprise loans, amounts owed to group companies,
trade and other creditors and accruals and deferred income.


The following information provides an analysis of financial instruments that are measured subsequent to
initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is
observable:
- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active    markets for identical assets or liabilities;
-  Level 2 fair value measurements are those derived from inputs other than quoted prices included    within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or     indirectly (i.e. derived from prices); and
- Level 3 fair value measurements are those derived from valuation techniques that include inputs   for the asset or liability that are not based on observable market data (unobservable inputs).
Derivative financial instruments are recognised as Level 2, the Group has no other financial assets or
liabilities measured at fair value. Amounts in respect of change in fair value are recognised in turnover as noted in note 3, as net profit on commodity brokerage.

Page 35

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



16,575,000 (2022 - 16,575,000) 16,575,000 'A' ordinary shares shares of $0.10 each
1,257
1,257
3,315,000 (2022 - 3,315,000) 3,315,000 'E' ordinary shares shares of $0.10 each
251
251

1,508

1,508



21.


Reserves

Share premium account

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

Foreign exchange reserve

Represents accumulated foreign exchange differences arising from consolidation of wholly owned foreign subsidiaries during the period and prior periods.

Profit and loss account

The profit and loss reserve represents accumulated comprehensive income of the year and prior periods
less any dividends paid.


22.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the company in an independently administered fund. The pension cost charge
represents contributions payable by the company to the fund and amounted to £8,000 (2022 - £8,000).
Amounts of £9,000 (2022 - £1,000)  were payable to the fund at the balance sheet date and are included in other creditors.


23.


Commitments under operating leases

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


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Not later than 1 year
64
11
64
11

Page 36

 
ARMAJARO HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Related party transactions

The Group has taken the exemption under FRS 102 (Section 33.1A) not to disclose transactions entered
into between two or more members of a group, provided that any subsidiary which is a party to the
transaction is wholly owned by such a member.


Emoluments
Dividends
Balances
£000
£000
£000

2023 - Transactions with key management personnel
803
12,878
(4)
2022 - Transactions with key management personnel
612
1,458
(4)
1,415
14,336
(8)

Armajaro Holdings Ltd has intercompany balances relating to transactions with Babiana LLP, a majority-owned subsidiary. As at the year end, there was a debtors balance of £1,212,000 (2022: £Nil), relating to an intercompany loan made during the year.


25.


Controlling party

Mr A Ward is the ultimate controlling party.


Page 37