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Registered number: 02480354









INTEGRAL MEMORY PLC









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 
INTEGRAL MEMORY PLC
 
 
COMPANY INFORMATION


Directors
Sunil Kotecha 
Sanjiv Kotecha 




Company secretaries
Jayantilal Kotecha



Registered number
02480354



Registered office
Unit 6 Iron Bridge Close
Iron Bridge Business Park

London

NW10 0UF




Independent auditor
Barnes Roffe LLP
Chartered Accountants
Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA




Bankers
Barclays Bank plc
Level 27

1 Churchill Place

London

E14 5HP





 
INTEGRAL MEMORY PLC
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 5
Independent auditor's report
 
6 - 9
Consolidated statement of income and retained earnings
 
10
Consolidated balance sheet
 
11
Company balance sheet
 
12
Consolidated statement of cash flows
 
13
Consolidated analysis of net debt
 
14
Notes to the financial statements
 
15 - 31


 
INTEGRAL MEMORY PLC
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Introduction
 
The directors present their strategic report for the year.

Business review
 
In 2023, the business purchased a freehold warehouse and offices in Nottingham on a 5-acre site. The facility has 78,000 square feet of warehouse and offices and 2.5 acres of land for future expansion.
 
Our commitment to quality is evident in the significant costs we incurred in stripping out, renovating and modernising the old buildings and refitting the interiors and warehouse racking to bring them up to a higher standard.
The warehouse was fitted with our new range of high-efficiency lighting and controls, ensuring the lowest possible power usage.
We continue to improve our systems by implementing a PIM system and a new CRM, and we hired a data manager to implement better reporting and information in the building.
Our LED Product range continues to grow and add further sales. The year was marked by a significant drop in the prices of LED products, leading to the need to increase volumes and attract value-added markets to improve margins and maintain revenue. This process is well underway.
The memory products are well-established. Several high-end products were introduced, and our server product sales increased.
We have ordered solar panels and a battery system for the Nottingham facility to achieve a shallow carbon footprint. We have also ordered further expansion of our solar panels and batteries to reduce carbon emissions significantly at the head office.

Principal risks and uncertainties
 
The increase in outbound and inbound freight costs during the year affected costs, as did the increase in staff costs.
The drop in the ASP of LED products is making the market more challenging, though we expect to counteract this increasing margin through more value-added products in the future.
The business is improving operational efficiencies and, therefore, reducing costs, which will increase profits in the future.
The economic situation is uncertain, with higher interest rates impacting construction related to government spending and consumer spending on housing refurbishment.

Page 1

 
INTEGRAL MEMORY PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Financial key performance indicators
 
The financial highlights for the year are as follows:
Turnover £39,345,847 
(2022 - £39,621,081)
Gross profit £10,905,673 (2022 - £10,586,852)
Loss before taxation £725,053 (2022 - profit before taxation £1,529,091)
The normalisation of business activity following COVID restrictions resulted in an increase in administrative expenses relative to last year.

Directors' statement of compliance with duty to promote the success of the group
 
The directors confirm that, as required under Section 172(1) Companies Act 2006, they have acted in the way that they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have had regard to the specific matters set out in the above Section.


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





Sunil Kotecha
Director

Date: 4 October 2024

Page 2

 
INTEGRAL MEMORY PLC
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023

The directors present their report and the financial statements for the year ended 30 September 2023.

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 judgements and accounting estimates that are reasonable and prudent;

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

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.

Principal activities

The principal activities of the group are those of a manufacturer and distributor of computer memory, memory cards and USB drives, development of solid state encryption technology products, distributor and manufacturer of a wide range of LED products and design and development of new products and firmware for the Internet of Things.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £547,386 (2022 - profit £1,304,049).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

Sunil Kotecha 
Sanjiv Kotecha 

Future developments

Future developments in respect of the expansion at the new site in Nottingham, as well as the plans to reduce the carbon footprint of the business, are detailed in the strategic report.

Page 3

 
INTEGRAL MEMORY PLC
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Financial instruments

The group enters into forward contracts to purchase and sell foreign currencies as part of its strategy to mitigate the financial risks associated with trading in foreign currencies.

Greenhouse gas emissions, energy consumption and energy efficiency action

The group is required to report the below information under the Streamlined Energy and Carbon Reporting guidance. The information relates to the energy use by the UK company only.
The company's greenhouse gas emissions and energy consumption are as follows: 


2023
2022

Emissions resulting from activities for which the company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
52.054
50.531

Emissions resulting from the purchase of the electricity by the company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
46.326
50.640

Energy consumed from activities for which the company is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
464,705
483,799

Greenhouse Gas emissions have been calculated in accordance with the GHG Protocol Corporate Standard. This involved using data from invoices showing metered electricity and gas consumption, fuel purchase records and business mileage expense claims. The emissions calculations have been based on the UK government’s conversion factors for greenhouse gas reporting for 2023 and 2022.

The change in energy usage and emissions is due to an increase in transport activity for business purposes following COVID restrictions, which was greater in the prior year than in the current year.
The company's high-efficiency LED lighting at 180 lm/W has significantly reduced the power requirement for the site, demonstrating our commitment to energy efficiency.
The reduction in carbon emissions is significant, and for the spring and summer months, there will be a low requirement for electricity from the grid.

The measurement of total CO2 emissions per full time equivalent employee for the year ended 30 September 2023 was 0.95 tCO2e/employee (2022 - 0.96 tCO2e/employee). This does not include some optional items which would fall under Scope 3 reporting.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Page 4

 
INTEGRAL MEMORY PLC
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Post balance sheet events

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

Auditor

The auditor, Barnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





Sunil Kotecha
Director

Date: 4 October 2024

Page 5

 
INTEGRAL MEMORY PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTEGRAL MEMORY PLC
 

Opinion


We have audited the financial statements of Integral Memory Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023, which comprise the consolidated statement of income and retained earnings, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows 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 30 September 2023 and of the group's loss 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 Auditor's 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 6

 
INTEGRAL MEMORY PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTEGRAL MEMORY PLC (CONTINUED)


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 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 3, 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 7

 
INTEGRAL MEMORY PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTEGRAL MEMORY PLC (CONTINUED)


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 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:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and ISO standards;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
We also assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias, and investigated the rationale behind significant or unusual transactions. The areas that we identified as being susceptible to misstatement through fraud were:
- Management bias in the estimates and judgements made; and
- Management override of controls.
 
Page 8

 
INTEGRAL MEMORY PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTEGRAL MEMORY PLC (CONTINUED)


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 auditor's report.


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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.





Graham Wallace (senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants
Statutory Auditor
Leytonstone House
Leytonstone
London
E11 1GA

7 October 2024
Page 9

 
INTEGRAL MEMORY PLC
 
 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
39,345,847
39,621,081

Cost of sales
  
(28,440,174)
(29,034,229)

Gross profit
  
10,905,673
10,586,852

Administrative expenses
  
(11,414,925)
(9,055,322)

Operating (loss)/profit
 5 
(509,252)
1,531,530

Interest receivable and similar income
 9 
26,998
21,917

Interest payable and similar charges
 10 
(242,799)
(24,356)

(Loss)/profit before tax
  
(725,053)
1,529,091

Tax on (loss)/profit
 11 
178,207
(224,709)

(Loss)/profit after tax
  
(546,846)
1,304,382

Retained earnings at the beginning of the year
  
22,375,220
21,071,171

(Loss)/profit for the year attributable to the owners of the parent
  
(547,386)
1,304,049

Retained earnings at the end of the year
  
21,827,834
22,375,220

Non-controlling interest at the beginning of the year
  
(1,747)
(2,080)

Profit for the year attributable to the non-controlling interest
  
540
333

Non-controlling interest at the end of the year
  
(1,207)
(1,747)

The notes on pages 15 to 31 form part of these financial statements.

Page 10

 
INTEGRAL MEMORY PLC
REGISTERED NUMBER: 02480354

CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
8,423,094
2,429,009

Current assets
  

Stocks
 14 
13,374,026
13,729,627

Debtors: amounts falling due within one year
 15 
12,090,560
12,205,053

Cash at bank and in hand
 16 
2,239,248
3,440,985

  
27,703,834
29,375,665

Creditors: amounts falling due within one year
 17 
(14,150,301)
(9,281,201)

Net current assets
  
 
 
13,553,533
 
 
20,094,464

Net assets
  
21,976,627
22,523,473


Capital and reserves
  

Called up share capital 
 19 
150,000
150,000

Profit and loss account
 20 
21,827,834
22,375,220

Equity attributable to owners of the parent company
  
21,977,834
22,525,220

Non-controlling interests
  
(1,207)
(1,747)

  
21,976,627
22,523,473


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Sunil Kotecha
Sanjiv Kotecha
Director
Director


Date: 4 October 2024

The notes on pages 15 to 31 form part of these financial statements.

Page 11

 
INTEGRAL MEMORY PLC
REGISTERED NUMBER: 02480354

COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
8,129,806
2,106,038

Investments
 13 
136,688
136,688

  
8,266,494
2,242,726

Current assets
  

Stocks
 14 
13,374,026
13,729,627

Debtors: amounts falling due after more than one year
 15 
139,784
167,780

Debtors: amounts falling due within one year
 15 
10,850,105
11,163,472

Cash at bank and in hand
 16 
1,000,488
1,956,694

  
25,364,403
27,017,573

Creditors: amounts falling due within one year
 17 
(13,692,955)
(8,545,973)

Net current assets
  
 
 
11,671,448
 
 
18,471,600

Net assets
  
19,937,942
20,714,326


Capital and reserves
  

Called up share capital 
 19 
150,000
150,000

Profit and loss account brought forward
  
20,564,326
19,506,607

Loss/(profit) for the year

  

(776,384)
1,057,719

Profit and loss account carried forward
  
19,787,942
20,564,326

  
19,937,942
20,714,326


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Sunil Kotecha
Sanjiv Kotecha
Director
Director


Date: 4 October 2024

The notes on pages 15 to 31 form part of these financial statements.

Page 12

 
INTEGRAL MEMORY PLC
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(546,846)
1,304,382

Adjustments for:

Depreciation of tangible assets
593,896
386,515

Loss on disposal of tangible assets
(22,932)
(43,595)

Interest paid
242,799
24,356

Interest received
(26,998)
(21,917)

Taxation charge
(178,207)
224,709

Decrease/(increase) in stocks
355,601
(2,806,595)

Decrease/(increase) in debtors
125,059
(1,447,838)

Increase in creditors
5,490,750
1,808,942

Corporation tax (paid)
(454,009)
(21,952)

Net cash generated from operating activities

5,579,113
(592,993)


Cash flows from investing activities

Purchase of tangible fixed assets
(6,602,251)
(633,415)

Sale of tangible fixed assets
37,202
61,001

Interest received
26,998
21,917

Net cash from investing activities

(6,538,051)
(550,497)

Cash flows from financing activities

Interest paid
(242,799)
(24,356)

Net cash used in financing activities
(242,799)
(24,356)

Net (decrease) in cash and cash equivalents
(1,201,737)
(1,167,846)

Cash and cash equivalents at beginning of year
3,440,985
4,608,831

Cash and cash equivalents at the end of year
2,239,248
3,440,985


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,239,248
3,440,985


The notes on pages 15 to 31 form part of these financial statements.

Page 13

 
INTEGRAL MEMORY PLC
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2023




At 1 October 2022
Cash flows
At 30 September 2023
£

£

£

Cash at bank and in hand

3,440,985

(1,201,737)

2,239,248

Debt due within 1 year

-

-

-


The notes on pages 15 to 31 form part of these financial statements.

Page 14

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

1.


General information

Integral Memory Plc is a public company limited by shares, incorporated in England and Wales. Its registered office is Unit 6 Iron Bridge Close, Iron Bridge Business Park, London, NW10 0UF.

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 judgement in applying the group's accounting policies (see note 3).

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 income and retained earnings 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 income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. 

Page 15

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

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

Sale of goods

Revenue 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 revenue 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.

 
2.5

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.

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

Depreciation is provided on the following annual bases:

Freehold property
-
Between twenty-five and fifty years
Short leasehold improvements
-
Between five and ten years
Motor vehicles
-
25% straight line
Fixtures, fittings and equipment
-
Between 10% and 33% straight line

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

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

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 16

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.7

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 weighted average 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.

 
2.8

Debtors

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

 
2.9

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.

 
2.10

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Financial liabilities

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

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

Debt instruments are subsequently carried at their amortised cost using the effective interest rate
Page 17

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)


2.10
Financial instruments (continued)

method.

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

 
2.11

Creditors

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

Page 18

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.12

Foreign currency translation

Functional and presentation currency

The group'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.

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.

 
2.13

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.

 
2.14

Operating leases: the group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

 
2.15

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 period until the date the rent is expected to be adjusted to the prevailing market rate.

Page 19

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.16

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.

 
2.17

Interest income

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

  
2.18

Borrowing costs

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

 
2.19

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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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

 
2.20

Research and development

Research and development expenditure is written off in the year in which it is incurred.

Page 20

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Significant judgements in applying the company's accounting policies
There are no significant judgements in applying the company's accounting policies.
b) Critical accounting estimates and assumptions
Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate.


4.


Turnover

The whole of the turnover is attributable to the principal activities of the group.

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
30,706,540
30,252,620

Rest of the world
8,639,307
9,368,461

39,345,847
39,621,081



5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Research and development charged as an expense
6,821
-

Depreciation of tangible fixed assets
593,896
386,515

Profit on sale of tangible fixed assets
(22,932)
(43,595)

Exchange differences
143,897
51,590

Other operating lease rentals
243,658
259,600

Defined contribution pension cost
132,496
127,249

Stock recognised in cost of sales during the year as an expense
28,084,573
29,034,229

Page 21

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

6.


Auditor's remuneration

During the year, the group obtained the following services from the company's auditor and its associates:


2023
2022
£
£

Fees payable to the company's auditor and its associates for the audit of the consolidated and parent company's financial statements
22,000
22,000

Fees payable to the company's auditor and its associates in respect of:

All non-audit services not included above
21,153
25,712


7.


Employees

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

Group
2023
Group
2022
Company
2023
Company
2022
£
£
£
£
Wages and salaries

5,262,515

4,718,213

4,980,818
 
4,386,643
 
Social security costs

583,018

538,856

525,382
 
471,530
 
Other pension costs

132,496

127,249

129,538
 
124,605
 
5,978,029

5,384,318

5,635,738
 
4,982,778
 

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

Group
2023
Group
2022
Company
2023
Company
2022
No.
No.
No.
No.
Sales and warehouse

85

84

81
 
79
 
Administration

32

35

31
 
34
 
117

119

112
 
113
 

Page 22

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
243,321
115,726


During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £127,182 (2022 - £115,726).


9.


Interest receivable and similar income

2023
2022
£
£


Other interest
26,998
21,917


10.


Interest payable and similar charges

2023
2022
£
£


Other interest
242,799
24,356


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(183,588)
209,449

Foreign tax


Foreign tax on income for the year
5,381
15,260

Total current tax
(178,207)
224,709
Page 23

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(725,053)
1,529,091


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
(181,263)
290,527

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
44,539
(12,051)

Deferred tax not provided
(10,013)
(19,262)

Adjustments to tax charge in respect of prior periods
41,058
-

Other differences leading to a decrease in the tax charge
(72,528)
(34,505)

Total tax charge for the year
(178,207)
224,709


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

12.


Tangible fixed assets

Group






Freehold land and buildings
Short leasehold improvements
Motor vehicles
Fixtures, fittings and equipment
Total

£
£
£
£
£



Cost


At 1 October 2022
3,396,946
523,832
531,803
2,608,518
7,061,099


Additions
6,246,112
-
192,744
163,395
6,602,251


Disposals
-
-
(46,510)
(67,186)
(113,696)



At 30 September 2023

9,643,058
523,832
678,037
2,704,727
13,549,654



Depreciation


At 1 October 2022
1,723,125
444,422
264,553
2,199,990
4,632,090


Charge for the year on owned assets
288,207
1,434
144,075
160,180
593,896


Disposals
-
-
(46,510)
(52,916)
(99,426)



At 30 September 2023

2,011,332
445,856
362,118
2,307,254
5,126,560



Net book value



At 30 September 2023
7,631,726
77,976
315,919
397,473
8,423,094



At 30 September 2022
1,673,821
79,410
267,250
408,528
2,429,009

Included in freehold land and buildings is £2,367,890 (2022 - £647,890) of land which is not depreciated.

Page 25

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

           12.Tangible fixed assets (continued)


Company






Freehold land and buildings
Short leasehold improvements
Motor vehicles
Fixtures, fittings and equipment
Total

£
£
£
£
£

Cost


At 1 October 2022
2,806,519
456,394
531,803
2,520,707
6,315,423


Additions
6,246,112
-
192,744
160,413
6,599,269


Disposals
-
-
(46,510)
(66,088)
(112,598)



At 30 September 2023

9,052,631
456,394
678,037
2,615,032
12,802,094



Depreciation


At 1 October 2022
1,442,242
378,039
264,545
2,124,559
4,209,385


Charge for the year on owned assets
269,244
1,105
144,075
147,859
562,283


Disposals
-
-
(46,510)
(52,870)
(99,380)



At 30 September 2023

1,711,486
379,144
362,110
2,219,548
4,672,288



Net book value



At 30 September 2023
7,341,145
77,250
315,927
395,484
8,129,806



At 30 September 2022
1,364,277
78,355
267,258
396,148
2,106,038

Included in freehold land and buildings is £2,243,500 (2022 - £523,500) of land which is not depreciated.






Page 26

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 October 2022
136,688



At 30 September 2023
136,688





Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Principal activity

Class of shares

Holding

Just Rams Property SCI*^
Investment in property
Ordinary
95%
Integral Europe SARL
Electrical components distributors
Ordinary
100%
Integral Memory Espana SAU^
Electrical components distributors
Ordinary
100%
Just Rams Limited^
Non-trading
Ordinary
100%
Integral Europe BV^
Electrical components distributors
Ordinary
100%
Integral Europe SRL^
Electrical components distributors
Ordinary
100%
Integral Germany GmbH^
Electrical components distributors
Ordinary
100%

* The accounts of Just Rams Property SCI and of Integral Germany GmbH are prepared for the year to 31 December 2023. The amounts used in the consolidation for this company are for the year ended 30 September 2023.
^ The financial statements of Just Rams Property SCI, Integral Memory Espana SAU, Integral Europe BV, Integral Europe SRL, Integral Germany GmbH and Just Rams Limited are not audited.
The registered offices of the subsidiaries are as follows:
- Just Rams Property SCI - 38 Ter Rue de Verdun, 92150 Suresnes, France
- Integral Europe SARL - 38 Ter Rue de Verdun, 92150 Suresnes, France
- Integral Memory Espana SAU - Doctor Castelo, 44, 28009, Madrid, Spain
- Just Rams Limited - Unit 6 Iron Bridge Close, Iron Bridge Business Park, London, NW10 0UFF
- Integral Europe BV - Keerkring 33, 2801 DG Gouda, The Netherlands
- Integral Europe SRL - Foro Buonaparte n. 68, 20121, Milan, Italy
- Integral Germany GmbH - Gumbelstrasse 2, 80636, Munich, Germany

Page 27

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

14.


Stocks

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

Finished goods and goods for resale
13,374,026
13,729,627
13,374,026
13,729,627


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


15.


Debtors

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


Amounts owed by group undertakings
-
-
139,784
167,780


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


Trade debtors
10,126,378
10,124,752
8,324,010
8,351,381

Amounts owed by group undertakings
-
-
997,898
983,921

Other debtors
1,182,720
914,768
764,460
680,782

Prepayments and accrued income
781,462
1,165,533
763,737
1,147,388

12,090,560
12,205,053
10,850,105
11,163,472



16.


Cash and cash equivalents

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

Cash at bank and in hand
2,239,248
3,440,985
1,000,488
1,956,694


Page 28

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

17.


Creditors: Amounts falling due within one year

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

Trade creditors
3,834,883
2,844,151
3,530,260
2,396,068

Amounts owed to group undertakings
-
-
176,098
-

Corporation tax
82,294
703,944
82,294
699,882

Other taxation and social security
714,799
1,290,560
611,568
1,174,154

Other creditors
6,202,704
2,261,847
6,150,597
2,222,230

Accruals and deferred income
3,315,621
2,180,699
3,142,138
2,053,639

14,150,301
9,281,201
13,692,955
8,545,973



18.


Financial instruments

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

Financial assets

Financial assets measured at fair value through profit or loss
-
-
-
-

Financial assets that are debt instruments measured at amortised cost
11,309,098
11,039,520
10,226,152
10,183,864


Financial liabilities

Financial liabilities measured at amortised cost
10,560,995
5,808,232
10,040,554
5,202,863


Financial assets measured at amortised cost comprise trade and other debtors and amounts owed by group companies.


Financial liabilities measured at amortised cost comprise trade creditors, other creditors and accruals.

Page 29

 
INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



150,000 (2022 - 150,000) Ordinary shares of £1 each
150,000
150,000


All shares have equal rights, and there are no restrictions on the distribution of dividends and the repayment of capital.



20.


Reserves

Profit and loss account

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


21.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £132,496 (2022 - £127,249).


22.


Commitments under operating leases

At 30 September 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
£
£
£
£

Not later than 1 year
-
185,000
-
185,000

Later than 1 year and not later than 5 years
-
246,667
-
246,667

-
431,667
-
431,667


23.


Transactions with directors

During the prior year, one director, Sunil Kotecha, was advanced £3,511 by the group. This amount was repaid within the prior year. No directors' advances or repayments took place during the current year and no interest was charged on such amounts in either the current or the prior year.
There were no balances owed from directors in respect of amounts advanced to them at either balance sheet date.

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INTEGRAL MEMORY PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

24.


Related party transactions

The group/company has taken advantage of the exemption, under FRS 102 paragraph 1.12 and paragraph 33.1A, from disclosing transactions and balances with its wholly owned group companies because group accounts consolidating all group entities are prepared by the ultimate parent undertaking and are publicly available from Companies House.
During the year the group/company's related parties made the following transactions with, and the following balances were due from/to, those same related parties:

2023
2022
£
£
Net balance owed to the directors

2,782,441

1,469,074
 
Interest payable in respect of the above balance

126,846

24,356
 
Rent payable by the group/company to pension and retirement benefit schemes in which the directors are the ultimate beneficiaries

93,250

74,600
 
Balance owed by the group/company to above pension schemes

53,050

12,053
 
Balance owed to the company by 95% owned group companies

175,826

187,963
 
Loan interest charged by the company to 95% owned group companies

4,188

9,353
 
Net balance owed by the group/company to companies under the control of the directors

2,700,000

-
 
Interest payable by the group/company in respect of the above balance

115,952

-
 


25.


Ultimate parent undertaking and controlling party

The ultimate parent undertaking is Linden Investments Limited, a company incorporated in Guernsey, Channel Islands. Its registered office is Avenue House, St Julian's Avenue, St Peter Port, GW1 1WA. The largest group for which consolidated accounts are available is headed by Integral Memory Plc.
The group is under the control of Mr Sunil Kotecha by virtue of his beneficial interest in the shares held by the ultimate parent company, Linden Investments Limited. Linden Investments Limited holds 127,500 Ordinary shares of £1 each in the company.

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