Company registration number 03454026 (England and Wales)
TEXEL FINANCE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TEXEL FINANCE LIMITED
COMPANY INFORMATION
Directors
Mr A Lennard
Mr S Bessant
Mr M Riley
Mrs A Joyce
Mrs C Searle
Mr A Ball
(Appointed 1 September 2023)
Secretaries
Mrs S Lennard
Mr M Riley
Company number
03454026
Registered office
Gable House
239 Regents Park Road
N3 3LF
Auditors
SPW (UK) LLP
Gable House
239 Regents Park Road
London
N3 3LF
TEXEL FINANCE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 26
TEXEL FINANCE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

The principal activity of the company continued to be an International Insurance Broker through its accreditation at Lloyds of London, involving the origination, placement and servicing of international trade credit and political risks.

 

The results for the year and the financial position at the year end were considered satisfactory by the directors who expect continued growth in the foreseeable future.

 

Key performance indicators

The company monitors business performance according to a variety of Key Performance Indicators (KPI's) focusing on growing profitability with improving margins to yield positive economic benefits.

2023
2022
$
$
Turnover
11,488,513
11,435,936
Net Profit/(Loss) for the year
2,443,136
2,105,828
Environment, Social and Governance (ESG)

The Company has always placed the utmost importance on corporate social responsibility and continue to do so through its employee welfare policies, the work of the Texel Foundation, its Diversity and Inclusion Committee and policies, and through the implementation of a fully integrated environmental strategy.

The Texel Foundation provides grants to a range of charities and promotes social causes covering health, education, social impact, and artistic opportunity.

A key part of the Company’s environmental strategy is the reduction of its carbon emissions to the greatest extent possible, and management of the impact of our unavoidable emissions.

The Company encourages its clients to participate in more sustainable transactions and through the implementation of a Green Impact Investment Contribution policy, the net profit realised from sustainable transactions placed by the Company is invested into an environmentally focused impact investment fund on a quarterly basis.

 The Company is a signatory of the United Nations Environment Programme’s Principles for Sustainable Insurance (UN PSI) which assisted the Company to further develop its ESG strategy and ensuring that the Company can hold itself accountable to the highest industry standards. The Company has published its second annual UN PSI disclosure report, and intends to publish further disclosure reports on an annual basis per our commitments as a UN PSI signatory.

The Company continues to improve its Environmental Social & Governance (ESG) rating, which is assessed annually by an independent ESG rating assessor, Ecovadis. We are working to implement improvements in the areas identified by Ecovadis to improve our rating further.

 

The Company is committed to further develop and implement policies covering ethics, human rights and environmental awareness as a step forward towards improving its Corporate Social Responsibility.

TEXEL FINANCE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

The Board of directors places high priority on the implementation of controls and the identification of measures to mitigate the principal risks and uncertainties facing the company. Regular risk reviews are conducted to identify risk factors that may affect the company and impact on its financial performance and future performance.

 

The Board is satisfied that the company's principal risks identified as Commercial, Regulatory, Reputational and Operational risk, are sufficiently managed in the international environment where the company conducts its business.

 

Financial Instruments form part of principle risks and uncertainties managed by the Company and details are provided in the Directors Report.

On behalf of the board

Mr A Lennard
Director
2 July 2024
TEXEL FINANCE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors

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

Mr A Lennard
Mr S Bessant
Mr M Riley
Mrs A Joyce
Mrs C Searle
Mr A Ball
(Appointed 1 September 2023)
Results and dividends

The results for the year are set out in the Statement of Comprehensive Income on page 8.

During the year no ordinary dividends were paid and the directors have not recommended the payment of a final dividend for the year.

Financial instruments
Treasury operations and financial instruments

The company operates a centralised treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities.

 

The company’s principal financial instruments include derivative financial instruments, the purpose of which is to manage currency risks and interest rate risks arising from the company’s activities, and bank overdrafts and loans, the main purpose of which is to raise finance for the company’s operations. In addition, the company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. Derivative transactions which the company enters into principally comprise forward exchange contracts. In accordance with the company’s treasury policy, derivative instruments are not entered into for speculative purposes.

Liquidity risk

The company manages its cash and borrowing requirements centrally 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 is exposed to cash flow interest rate risk on floating rate deposits and bank overdrafts.

Foreign currency risk

The company’s principal foreign currency exposures arise from income being received mainly in US Dollars and overhead expenditure that is incurred mainly in Sterling. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in US Dollars. This hedging activity involves the use of foreign exchange forward contracts.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

 

Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

TEXEL FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Future developments

The Company is able to continue to deliver a sound service because of its financial and operational strength. It continues with its commitment to work according to prudent principles for the long term benefit of shareholders, employees and clients alike.

Auditor

The auditor, SPW (UK) LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr A Lennard
Director
2 July 2024
TEXEL FINANCE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TEXEL FINANCE LIMITED
- 5 -
Opinion

We have audited the financial statements of Texel Finance Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

As referred to in Note 26 amounts owed by group undertakings (Note 14) includes $16,382,860 due from Texel Capital Limited. Texel Capital Limited has lent the money to Mina Orotex SR, S.A. Although the Directors of the Company believe that this amount is fully recoverable, this is dependent on the successful exploitation of the assets of Mina Orotex SR, S.A. We were unable to perform the necessary audit procedures to consider the recoverable value of this debt and a possible impairment value has not been determined, which, if it exists, should be recognised in the financial statements as of 31 December 2023.

 

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

TEXEL FINANCE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TEXEL FINANCE LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

 

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

Auditor's responsibilities for the audit of the financial statements

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

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

The objectives of our audit, in respect to detecting irregularities including fraud, are;

to identify and assess the risks of material misstatement of the financial statements due to fraud;

to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses;

and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

TEXEL FINANCE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TEXEL FINANCE LIMITED
- 7 -

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant UK tax compliance regulations and Data Protection Regulation (GDPR).

We understood how the company complies with laws and regulations by making enquiries of management, internal audit, those responsible for legal and compliance procedures. We made enquiries through our review of board minutes and internal controls process documentation and considered the results of our audit procedures.

We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management to discuss areas where we considered there was susceptibility to fraud. We considered the internal controls that the company has implemented to address any risks identified, or to prevent, deter and detect fraud, and how senior management monitor them.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

 

The key audit areas identified at planning included revenue recognition, accounting estimates, translations from foreign exchanges and testing manual journals. We planned and designed our work to provide reasonable assurance that the financial statements were free from fraud or error. However due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected an irregularity or fraud that could result in a material misstatement in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards.

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

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

Paul WInter BA FCA
For and on behalf of SPW (UK) LLP
2 July 2024
Chartered Accountants
Statutory Auditor
Gable House
239 Regents Park Road
London
N3 3LF
TEXEL FINANCE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
$
$
Turnover
3
11,488,513
11,435,936
Administrative expenses
(19,883,158)
(17,574,331)
Other operating income
11,139,484
9,248,367
Operating profit
4
2,744,839
3,109,972
Interest receivable and similar income
6
534,657
63,969
Interest payable and similar expenses
7
(114,301)
(452,868)
Profit before taxation
3,165,195
2,721,073
Tax on profit
8
(722,059)
(615,245)
Profit for the financial year
2,443,136
2,105,828

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

TEXEL FINANCE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
$
$
$
$
Fixed assets
Intangible assets
10
1,819,141
1,572,946
Tangible assets
11
868,608
761,962
Investments
13
6,880,302
5,617,657
9,568,051
7,952,565
Current assets
Debtors
14
40,172,512
39,562,026
Investments
15
2,887,555
2,210,898
Cash at bank and in hand
3,870,264
2,005,399
46,930,331
43,778,323
Creditors: amounts falling due within one year
16
(11,830,292)
(9,588,684)
Net current assets
35,100,039
34,189,639
Total assets less current liabilities
44,668,090
42,142,204
Creditors: amounts falling due after more than one year
17
-
0
(118,176)
Provisions for liabilities
Deferred tax liability
19
725,324
524,398
(725,324)
(524,398)
Net assets
43,942,766
41,499,630
Capital and reserves
Called up share capital
24
198,430
198,430
Profit and loss reserves
23
43,744,336
41,301,200
Total equity
43,942,766
41,499,630

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 2 July 2024 and are signed on its behalf by:
Mr A Lennard
Director
Company registration number 03454026 (England and Wales)
TEXEL FINANCE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Profit and loss reserves
Total
$
$
$
Balance at 1 January 2022
198,430
39,195,372
39,393,802
Year ended 31 December 2022:
Profit and total comprehensive income
-
2,105,828
2,105,828
Balance at 31 December 2022
198,430
41,301,200
41,499,630
Year ended 31 December 2023:
Profit and total comprehensive income
-
2,443,136
2,443,136
Balance at 31 December 2023
198,430
43,744,336
43,942,766
TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information

Texel Finance Limited is a company limited by shares incorporated in England and Wales. The registered office is Gable House, 239 Regents Park Road, London, N3 3LF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US Dollars ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $1.

Statement of Cash Flows and Related Party Disclosures

The company is a wholly-owned subsidiary of Texel Holdings Limited and its financial performance is included in the consolidated financial statements of Texel Holdings Limited, which are publicly available. Consequently, the company has taken advantage of the exemptions in terms of FRS 102 Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17(d). The company has also taken advantage of the exemption in terms of FRS 102 Related Party Disclosures 33.1A in respect of transactions entered into between two or more members of the Texel Holdings Group, where the subsidiary which is a party to the transaction with this company is also wholly owned.

1.2
Going concern

The Company has considerable financial resources together with long-term contracts with a number of clients across different geographic areas and industries. As a consequence, the directors believe that the Company is well placed to continue to manage its business risks successfully. true

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

1.3
Turnover

Turnover comprises brokerage and related fees received for services delivered.

 

Brokerage is derived from insurance contracts and is recognised on inception date of individual policies, or if later, the date on which placement has been completed.

 

For policies where the premium is payable in instalments, brokerage on all the instalments is recognised at the earlier of the date when placement is completed or when the first instalment falls due for payment.

 

Brokerage arising from mid-term premium adjustments is recognised on the adjustment date when such adjustments fall due as agreed in the policy of cover and the supporting premium schedules.

 

Most policies carry an obligation to provide post-placement services, principally policy administration and amendment, claims handling and advice. In addition, certain policies contain contingent obligations to make a return of premium, where a proportion of the brokerage earned would also be returnable. Accordingly, the relevant proportion of brokerage has been deferred for recognition in the periods in which these services are provided, or in which relevant contingencies lapse.

TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.4
Intangible fixed assets other than goodwill

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

 

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

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
10%
Trademarks and rebranding
10%
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery
15% straight line
Fixtures, fittings & equipment
15% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

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

Contributions paid by the company to the Texel Employee Benefit Trust (EBT) to provide finance for share purchases from the controlling members by the EBT, for the purpose to increase employee participation in the ownership of the group, are recognised as a fixed asset investment. These contributions are classified as intermediate payment arrangements which are carried at historical cost less any provision for impairment in value. Refer to Note 1.16 – Intermediate payment arrangements.

1.7
Impairment of fixed assets

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

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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

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

 

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

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

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

 

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

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

TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial liabilities

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

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.10
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

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

 

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

1.12
Retirement benefits

Payments to defined contribution retirement schemes are charged as an expense in the period when they are incurred.

TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.13
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year. Cash-settled share-based payments expense is charged to Profit and loss proportionally over the vesting period of the shares as services are delivered to the company by the employees holding share options.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the HMRC agreed valuation model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.15
Foreign exchange

Monetary assets and liabilities denominated in foreign currencies are translated into US Dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All foreign currency translation differences are taken to the profit and loss account. The accounts are prepared in US Dollars as the company conducts the majority of its business in US Dollars.

1.16

Intermediate payment arrangements

The company as sponsoring entity of the share option arrangements over the shares of the parent company is committed to make contributions to the Texel Employee Benefit Trust (EBT), if needed, to provide finance for the purchase of shares from the controlling members for the purpose to increase employee participation in the ownership of the group.

 

In accordance with FRS102, contributions paid to the EBT by the company to provide finance for share purchases from controlling members by the EBT for the purpose to increase employee participation in the ownership of the group, are carried as a Fixed asset investment in the Balance sheet. Refer to Note 1.6 – Fixed asset investments.

 

Included in Profit and loss reserves is a non-distributable reserve – “Employee Benefit Reserve” which is carried at an opposite amount equal to the balance of the Fixed asset investment in respect of Intermediate payment arrangements in the Balance sheet. The purpose of the Employee Benefit reserve is to recognise the value of future services to be delivered to the group by employees holding share options over the shares of the parent company as held by the EBT. Refer to Note 23.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2023
2022
$
$
Turnover
Brokerage received
11,488,513
11,435,936
Other significant revenue
Interest income and similar income
475,453
11,592
Dividends received
59,204
52,377
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
$
$
Exchange (gains)/losses
(383,789)
152,543
Fees payable to the company's auditor for the audit of the company's financial statements
62,366
20,515
Depreciation of owned tangible fixed assets
144,180
131,557
Amortisation of intangible assets
244,223
178,707
Operating lease charges
653,966
280,647
5
Employees

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

2023
2022
Number
Number
Directors
6
5
Employees
51
46
Total
57
51

Their aggregate remuneration comprised:

2023
2022
$
$
Wages and salaries
9,987,365
8,925,440
Social security costs
1,347,349
1,270,693
Pension costs
802,680
582,444
12,137,394
10,778,577
TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
6
Interest receivable and similar income
2023
2022
$
$
Interest income
Interest on bank deposits
314,632
11,592
Other income from investments
Dividends received
59,204
52,377
Gains on financial instruments measured at fair value
160,821
-
0
Total income
534,657
63,969
7
Interest payable and similar expenses
2023
2022
$
$
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
114,301
193,314
Other finance costs:
Losses on financial instruments measured at fair value
-
0
259,554
114,301
452,868
8
Taxation
2023
2022
$
$
Current tax
UK corporation tax on profits for the current period
854,870
478,917
Deferred tax
Origination and reversal of timing differences
(132,811)
136,328
Total tax charge
722,059
615,245
TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Taxation
(Continued)
- 19 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
$
$
Profit before taxation
3,165,195
2,721,073
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
743,821
517,004
Tax effect of expenses that are not deductible in determining taxable profit
175,109
177,096
Double tax relief
-
0
723
Group relief
-
0
(491,740)
Permanent capital allowances in excess of depreciation
(195,154)
(213,700)
Deferred tax adjustments
(132,881)
136,328
Other tax adjustments
131,164
489,534
Taxation charge for the year
722,059
615,245
9
Directors' remuneration
2023
2022
$
$
Remuneration for qualifying services
2,637,147
2,006,469
Company pension contributions to defined contribution schemes
107,624
17,442
2,744,771
2,023,911

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2022 - 4).

Remuneration disclosed above include the following amounts paid to the highest paid director:
Remuneration for qualifying services
602,829
655,071
Company pension contributions to defined contribution schemes
50,710
2,239
TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
10
Intangible fixed assets
Software
Trademarks and rebranding
Total
$
$
$
Cost
At 1 January 2023
1,689,852
117,111
1,806,963
Additions
490,418
-
0
490,418
At 31 December 2023
2,180,270
117,111
2,297,381
Amortisation and impairment
At 1 January 2023
202,441
31,576
234,017
Amortisation charged for the year
232,942
11,281
244,223
At 31 December 2023
435,383
42,857
478,240
Carrying amount
At 31 December 2023
1,744,887
74,254
1,819,141
At 31 December 2022
1,487,411
85,535
1,572,946
11
Tangible fixed assets
Plant and machinery
Fixtures, fittings & equipment
Total
$
$
$
Cost
At 1 January 2023
1,128,961
977,580
2,106,541
Additions
120,498
130,328
250,826
At 31 December 2023
1,249,459
1,107,908
2,357,367
Depreciation and impairment
At 1 January 2023
714,427
630,152
1,344,579
Depreciation charged in the year
94,245
49,935
144,180
At 31 December 2023
808,672
680,087
1,488,759
Carrying amount
At 31 December 2023
440,787
427,821
868,608
At 31 December 2022
414,534
347,428
761,962
TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
12
Subsidiaries

These financial statements are separate company financial statements for Texel Finance Limited.

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Texel Europe BV
Belgium
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
$
$
Texel Europe BV
7,883,846
3,036,539
13
Fixed asset investments
2023
2022
Notes
$
$
Investments in subsidiaries
12
21,069
21,069
Texel Employee Benefit Trust
6,859,233
5,596,588
6,880,302
5,617,657

The Texel Employee Benefit Trust (EBT) was established for the benefit of the employees to act as 'market maker' and facilitate with the company share option plan arrangements. The company makes contributions to the EBT if needed, to provide finance for transactions of the EBT associated with the increase of employee ownership in the group.

Movements in fixed asset investments
Shares in group undertakings
Other
Total
$
$
$
Cost or valuation
At 1 January 2023
21,069
5,596,588
5,617,657
Additions
-
1,262,645
1,262,645
At 31 December 2023
21,069
6,859,233
6,880,302
Carrying amount
At 31 December 2023
21,069
6,859,233
6,880,302
At 31 December 2022
21,069
5,596,588
5,617,657
TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
14
Debtors
2023
2022
Amounts falling due within one year:
$
$
Trade debtors
3,743,264
4,523,177
Corporation tax recoverable
-
0
76,966
Amounts owed by group undertakings
34,845,263
34,226,630
Other debtors
243,049
58,324
Prepayments and accrued income
708,094
365,611
39,539,670
39,250,708
Deferred tax asset (note 19)
632,842
311,318
40,172,512
39,562,026

 

15
Current asset investments
2023
2022
$
$
Listed investments
2,887,555
2,210,898
16
Creditors: amounts falling due within one year
2023
2022
$
$
Loans and overdrafts
18
910,649
1,020,050
Trade creditors
30,217
75,840
Amounts due to subsidiary undertakings
2,787,977
1,979,343
Amounts due to fellow group undertakings
438,389
-
0
Corporation tax
22,974
-
0
Other taxation and social security
1,104,794
905,220
Other creditors
2,109,176
2,465,040
Accruals and deferred income
4,426,116
3,143,191
11,830,292
9,588,684
17
Creditors: amounts falling due after more than one year
2023
2022
Notes
$
$
Bank loans and overdrafts
18
-
0
118,176
TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
18
Loans and overdrafts
2023
2022
$
$
Bank loans
-
0
238,434
Payable within one year
-
0
120,258
Payable after one year
-
0
118,176

Included in Bank loans was a loan secured by a legal charge over freehold property owned by a fellow subsidiary - Texel Capital Limited. The loan was repaid in full during the financial year.

 

 

19
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Balances:
$
$
$
$
Accelerated capital allowances
583,595
454,839
-
-
Share based payments
-
-
632,842
311,318
Investments
141,729
69,559
-
-
725,324
524,398
632,842
311,318
2023
Movements in the year:
$
Liability at 1 January 2023
213,080
Credit to profit or loss
(120,598)
Liability at 31 December 2023
92,482
20
Provisions for liabilities
2023
2022
$
$
Deferred tax liabilities - refer note 19.
725,324
524,398
725,324
524,398
TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
21
Retirement benefit schemes
2023
2022
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
802,680
582,444

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

22
Share-based payment transactions
22.1

Enterprise Management Incentive (EMI) Share Option Plan and Company Share Option Plan (CSOP)

 

Share options are granted to certain employees over shares in the share capital of the parent company - Texel Holdings Limited. Employees qualify for the granting of options after two years of service. Options have a vesting period of three years from date of grant. The exercise price of the options is equal to the market price of the shares at date of grant as agreed with HMRC under the company share option plans. The contractual life of an option is restricted to a period of ten years from the date of grant.

Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
$
$
Outstanding at 1 January 2023
11,963
12,213
191.95
174.98
Granted
895
1,679
-
0
312.60
Exercised
(1,069)
(1,929)
-
0
133.92
Outstanding at 31 December 2023
11,789
11,963
-
0
191.95
Exercisable at 31 December 2023
8,934
9,531
-
0
163.14

The options outstanding at 31 December 2023 had an exercise price ranging from $135.87 to $313.42.

TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
22
Share-based payment transactions
(Continued)
- 25 -

Share options are granted at fair value which is calculated using the HMRC agreed valuation model, taking into account the terms and conditions upon which the options were granted.

 

Total expenses of $1,175,582 (2022 - $664,708) related to cash settled share based payment transactions were recognised in the year.

Company Restricted Share Plan (RSP)

 

In addition to the EMI and CSOP plans described in 22.1 above the company also incentivise employees under a Restricted Share Plan (RSP). The RSP is operated under similar rules as applied to the EMI and CSOP plans.

 

In terms of the RSP, ordinary shares in the ultimate parent company Texel Holdings Limited are allotted or made available through the EBT to qualifying employees. Under the RSP rules restrictions apply on the trading of the shares based on conditions similar to the vesting rules applicable to share options under the EMI and CSOP plans.

 

No RSP shares were granted to employees during the year. At the year end employees held 4610 restricted shares which were allotted as Nil paid shares from previous years. The purchase consideration of the Nil paid shares of $1,438,140 is owed by the employees to the parent company and is payable on demand.

 

 

23
Profit and loss reserves
2023
2022
$
$
At the beginning of the year
41,301,200
39,195,372
Profit for the year
2,443,136
2,105,828
At the end of the year
43,744,336
41,301,200

Included within profit and loss reserves are non-distributable profits, as set out below:

2023
2022
$
$
Non-distributable profits included above
At the beginning of the year
5,596,588
4,102,899
Employee benefit reserve
1,262,645
1,493,689
At the end of the year
6,859,233
5,596,588
Distributable profits
36,885,103
35,704,612
TEXEL FINANCE LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
24
Share capital
2023
2022
$
$
Ordinary share capital
Issued and fully paid
100,000 ordinary shares of $1.9843 each
198,430
198,430
198,430
198,430
25
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2023
2022
$
$
Within one year
653,966
617,540
26
Inter group debt

Amounts owed by group undertakings (Note 14) includes $16,382,860 due from Texel Capital Limited. Texel Capital Limited has lent the money to Mina Orotex SR, S.A. Although the Directors of the Company believe that this amount is fully recoverable, this is dependent on the successful exploitation of the assets of Mina Orotex SR, S.A.

27
Contingent liabilities

The company is committed under a loan facility agreement with the Texel Employee Benefit Trust (EBT) to provide finance to the EBT, if needed, to enable the EBT to settle a balance owed to the controlling members for shares purchased in the share capital of the parent company - Texel Holdings Ltd. At year end the balance owed by the EBT to the controlling members amounted to $388,352 (2022 - $1,586,749).

28
Related party transactions

The company has taken advantage of the exemption in terms of FRS 102 Related Party Disclosures 33.1A in respect of transactions entered into between two or more members of the Texel Holdings Group, where the subsidiary which is a party to the transaction with this company is also wholly owned.

29
Controlling party

The company is controlled by the directors by virtue of their majority shareholding held in the parent company. The ultimate parent company is Texel Holdings Limited a company registered in England and Wales.

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