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Registered number: NI026209
PRM Ireland Limited
Strategic Report, Directors' Report and
Financial Statements
For The Year Ended 31 December 2023
McCleary & Company Ltd.
Contents
Page
Strategic Report 1
Directors' Report 2—3
Independent Auditor's Report 4—6
Profit and Loss Account 7
Statement of Comprehensive Income 8
Balance Sheet 9
Statement of Changes in Equity 10
Statement of Cash Flows 11
Notes to the Statement of Cash Flows 12
Notes to the Financial Statements 13—16
Page 1
Strategic Report
The directors present their strategic report for the year ended 31 December 2023.
Principal Activity
The principal activity of the company in the year under review was that of the sale and distribution of chilled food throughout the Republic of Ireland.
Review of the Business
The results for the year show pre-tax profit of £63,968 (2022 £227,738) and sales of £33,780,747 (2022 £25,726,909).
Principal Risks and Uncertainties
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to competition from both national and independent distributors, employee retention and product availability.
Future Developments
The external commercial environment is expected to remain competitive in 2024, however we remain confident that we will remain profitable in future years.
Key Performance Indicators
Given the straightforward nature of the business, the company's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.
On behalf of the board
Mr Philip Rex Morrow
Director
18 November 2024
Page 1
Page 2
Directors' Report
The directors present their report and the financial statements for the year ended 31 December 2023.
Dividends
The value of dividends paid amounted to £5,000,000 .
The directors recommended a final dividend of £NIL .
Directors
The directors who held office during the year were as follows:
Mr Philip Rex Morrow
Mrs Norma Lynne Morrow
Matters covered in the Strategic Report
Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the directors consider them to be of strategic importance to the business.
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 the financial statements the directors are required to:
  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Directors' Report is approved:
  • so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
  • they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Page 2
Page 3
Independent Auditors
The auditors, McCleary & Company Ltd, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
On behalf of the board
Mr Philip Rex Morrow
Company Secretary
18 November 2024
Page 3
Page 4
Independent Auditor's Report
Opinion
We have audited the financial statements of PRM Ireland Limited for the year ended 31 December 2023 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
In our opinion the financial statements:
  • give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit/(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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
  • the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.
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Page 5
Matters on Which We Are Required to Report by Exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
  • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
  • the financial statements are not in agreement with the accounting records or 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 2—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 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: 
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: 
Having considered the nature of the business and the sector in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to breaches of health and safety laws and the potential for Fraud. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered the laws and regulations that do not have a direct impact on the preparation of the financial statements but compliance with which may be fundamental to the Company's ability to operate, such as the Companies Act 2006. We evaluated the management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to year end cut-off. Audit procedures performed included:
- Assessment of compliance with key laws and regulations;
- Enquiry of those charged with management including any known or suspected instances of non-compliance with laws and regulations, potential litigation and fraud;
- Identifying and testing journal entries for appropriateness, evaluating the rationale for significant transactions outside what is normal for the company and assessing whether the judgments made in making accounting estimates are indicative of potential bias, in order to assess the risk of fraud through management override of controls;
- Detailed year end cut-off and goods in transit testing;
- Analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
- Reviewing the disclosures in the financial statements against the specific legal requirements.
We communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures outlined above. We are less likely to become aware of
instances with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Page 5
Page 6
Use Of Our Report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters that 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.
Warren McCleary (Senior Statutory Auditor)
for and on behalf of McCleary & Company Ltd , Statutory Auditor
21 November 2024
McCleary & Company Ltd
Quaker Buildings
High Street
Lurgan
Craigavon
BT66 8BB
Page 6
Page 7
Profit and Loss Account
2023 2022
Notes £ £
TURNOVER 3 33,780,747 25,726,909
Cost of sales (33,498,766 ) (25,415,664 )
GROSS PROFIT 281,981 311,245
Administrative expenses (214,422 ) (83,097 )
OPERATING PROFIT 4 67,559 228,148
Interest payable and similar charges 7 (3,591 ) (410 )
PROFIT BEFORE TAXATION 63,968 227,738
Tax on Profit 8 (14,784 ) (43,010 )
PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR 49,184 184,728
The notes on pages 12 to 16 form part of these financial statements.
Page 7
Page 8
Statement of Comprehensive Income
2023 2022
£ £
PROFIT FOR THE FINANCIAL YEAR 49,184 184,728
OTHER COMPREHENSIVE INCOME FOR THE YEAR - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 49,184 184,728
Page 8
Page 9
Balance Sheet
Registered number: NI026209
2023 2022
Notes £ £ £ £
FIXED ASSETS
CURRENT ASSETS
Stocks 10 886,140 385,166
Debtors 11 4,519,675 3,411,855
Cash at bank and in hand 3,033,187 3,330,921
8,439,002 7,127,942
Creditors: Amounts Falling Due Within One Year 12 (7,276,451 ) (1,014,575 )
NET CURRENT ASSETS (LIABILITIES) 1,162,551 6,113,367
TOTAL ASSETS LESS CURRENT LIABILITIES 1,162,551 6,113,367
NET ASSETS 1,162,551 6,113,367
CAPITAL AND RESERVES
Called up share capital 13 10,002 10,002
Profit and Loss Account 1,152,549 6,103,365
SHAREHOLDERS' FUNDS 1,162,551 6,113,367
On behalf of the board
Mr Philip Rex Morrow
Director
Mrs Norma Lynne Morrow
Director
18 November 2024
The notes on pages 12 to 16 form part of these financial statements.
Page 9
Page 10
Statement of Changes in Equity
Share Capital Profit and Loss Account Total
£ £ £
As at 1 January 2022 10,002 5,918,637 5,928,639
Profit for the year and total comprehensive income - 184,728 184,728
As at 31 December 2022 and 1 January 2023 10,002 6,103,365 6,113,367
Profit for the year and total comprehensive income - 49,184 49,184
Dividends paid - (5,000,000) (5,000,000)
As at 31 December 2023 10,002 1,152,549 1,162,551
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Page 11
Statement of Cash Flows
2023 2022
Notes £ £
Cash flows from operating activities
Net cash generated from/(used in) operations 1 4,728,138 (2,369,472 )
Interest paid (3,591 ) (410 )
Tax refunded/(paid) 1 (218,323 )
Net cash generated from/(used in) operating activities 4,724,548 (2,588,205 )
Cash flows from financing activities
Equity dividends paid (5,000,000 ) -
Decrease in cash and cash equivalents (275,452 ) (2,588,205 )
Cash and cash equivalents at beginning of year 2 3,277,490 5,865,695
Cash and cash equivalents at end of year 2 3,002,038 3,277,490
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Notes to the Statement of Cash Flows
1. Reconciliation of profit for the financial year to cash generated from/(used in) operations
2023 2022
£ £
Profit for the financial year 49,184 184,728
Adjustments for:
Tax on profit 14,784 43,010
Interest expense 3,591 410
Movements in working capital:
Increase in stocks (500,974 ) (292,050 )
Increase in trade and other debtors (1,107,820 ) (2,311,464 )
Increase in trade and other creditors 6,269,373 5,894
Net cash generated from/(used in) operations 4,728,138 (2,369,472 )
2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:
2023 2022
£ £
Cash at bank and in hand 3,033,187 3,330,921
Overdraft facilities repayable on demand (31,149 ) (53,431 )
Cash and cash equivalents as stated in the Statement of Cash Flows 3,002,038 3,277,490
3. Analysis of changes in net funds
As at 1 January 2023 Cash flows As at 31 December 2023
£ £ £
Cash at bank and in hand 3,330,921 (297,734) 3,033,187
Overdraft facilities repayable on demand (53,431) 22,282 (31,149)
Cash and cash equivalents 3,277,490 (275,452) 3,002,038
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Notes to the Financial Statements
1. General Information
PRM Ireland Limited is a private company, limited by shares, registered in Northern Ireland. The company's registered number and registered office address can be found on the Company Information page.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
2.3. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Fixtures & Fittings 33% on cost and 15% on cost
2.4. Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.
2.5. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.6. Foreign Currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.
2.7. Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current or deferred taxation assets and liabilities are not discounted.
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
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3. Turnover
Analysis of turnover by geographical market is as follows:
2023 2022
£ £
Europe 33,780,747 25,726,909
33,780,747 25,726,909
4. Operating Profit
The operating profit is stated after charging:
2023 2022
£ £
Bad debts - (28,652)
5. Auditor's Remuneration
Remuneration received by the company's auditors and their associates during the year was as follows:
2023 2022
£ £
Audit Services
Audit of the company's financial statements 10,215 14,616
6. Average Number of Employees
Average number of employees, including directors, during the year was: NIL (2022: NIL)
- -
7. Interest Payable and Similar Charges
2023 2022
£ £
Bank loans and overdrafts 1,339 410
Other finance charges 2,252 -
3,591 410
8. Tax on Profit
The tax charge on the profit for the year was as follows:
Tax Rate 2023 2022
2023 2022 £ £
Current tax
UK Corporation Tax 23.5% 19.0% 14,784 43,010
Total tax charge for the period 14,784 43,010
The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the effective rate of corporation tax of 23.5% as follows:
...CONTINUED
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2023 2022
£ £
Profit before tax 63,968 227,738
Tax on profit at 23.5% (UK standard rate) 15,045 43,270
Capital allowances (261 ) (257 )
Prior period adjustment - (3 )
Total tax charge for the period 14,784 43,010
9. Tangible Assets
Fixtures & Fittings
£
Cost
As at 1 January 2023 51,659
As at 31 December 2023 51,659
Depreciation
As at 1 January 2023 51,659
As at 31 December 2023 51,659
Net Book Value
As at 31 December 2023 -
As at 1 January 2023 -
10. Stocks
2023 2022
£ £
Stock 886,140 385,166
11. Debtors
2023 2022
£ £
Due within one year
Trade debtors 1,338,448 989,344
Other debtors 3,181,227 2,422,511
4,519,675 3,411,855
12. Creditors: Amounts Falling Due Within One Year
2023 2022
£ £
Trade creditors 1,936,063 436,354
Bank loans and overdrafts 31,149 53,431
Other creditors 5,182,772 468,378
Corporation tax 57,797 43,012
Accruals and deferred income 68,670 13,400
7,276,451 1,014,575
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Of the creditors the following amounts are secured.
2023 2022
£ £
Bank loans and overdrafts 31,149 53,431
The bank holds a fixed and floating charge over book debts as security for bank borrowings.
13. Share Capital
2023 2022
Allotted, called up and fully paid £ £
10,002 Ordinary Shares of £ 1.00 each 10,002 10,002
14. Dividends
2023 2022
£ £
On equity shares:
Interim dividend paid 5,000,000 -
15. Related Party Disclosures
During the period to 31 December 2023 the company had the following transactions with PRM Distribution Ltd, PRM Logistics Ltd, PRM Enterprises Ltd, Galberts Food Products Limited, PRM Ireland Limited (Irish Registered Company), PRM Haulage Ltd, PRM Developments Ltd, PRM Brands Ltd, PRM Ireland Sales Limited and RPM Motors Ltd, companies under common control.
During the year PRM Ireland Ltd received interest amounting to £209,300 (2022 £188,289) in relation to intercompany lending. PRM Ireland Ltd also purchased goods to the value of £100,000 (2022 £168,722), incurred a management charge of £139,857 (2022 £92,133), and a warehousing and distribution service of £1,540,000 (2022 £1,884,045) in relation to these companies.
At the year end the company was owed £2,368,965 from PRM Ireland Sales Ltd and £528,000 from RPM Motorsport Ltd.  The company also owed £120,000 to PRM Logistics Ltd, £8,689 to PRM Distribution Ltd and £54,084 to PRM Ireland Limited.  The company also declared a dividend of £5,000,000 to be paid to its holding company PRM Group Ltd.  
16. Controlling Parties
The ultimate controlling parties are the Directors due to their equity shareholding in the parent company which is:
PRM Group Limited
Registered office address: 
Rathdown Road
Lissue Industrial Estate
Moira Road
Lisburn
Co Antrim
BT28 2RE
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