REGISTERED NUMBER: 03977940 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
FOR |
SAL GROUP LIMITED |
REGISTERED NUMBER: 03977940 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
FOR |
SAL GROUP LIMITED |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 | to | 4 |
Report of the Directors | 5 | to | 6 |
Report of the Independent Auditors | 7 | to | 10 |
Consolidated Statement of Comprehensive Income | 11 |
Consolidated Statement of Financial Position | 12 |
Company Statement of Financial Position | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Statement of Cash Flows | 16 |
Notes to the Consolidated Statement of Cash Flows | 17 | to | 18 |
Notes to the Consolidated Financial Statements | 19 | to | 33 |
SAL GROUP LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Helen Tidyman |
AUDITORS: |
Chartered Accountants & Statutory Auditors |
Stone House |
Stone Road Business Park |
Stoke-on-Trent |
ST4 6SR |
BANKERS: | HSBC Bank Plc |
70 Pall Mall |
London |
SW1Y 5EZ |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
The directors present their strategic report of the company and the group for the period 1 July 2023 to 31 December 2023. |
REVIEW OF BUSINESS |
In our 30th June 2023 report, the directors acknowledged that a material uncertainty existed that may cast some degree of doubt on The groups ability to continue as a going concern. The group was confident at that time that the actions already initiated by the directors would address these issues comprehensively via a combination of refinancing, material and overhead cost reductions and the relinquishment of unprofitable elements of The group's current supply portfolio. |
In the course of 2023, the directors concluded that for a number of reasons, it would be prudent for SAL GROUP LIMITED (SAL GROUP) and its subsidiaries to be acquired by SIGMA MANUFACTURING SOLUTIONS (USA) LLC (SMU) a subsidiary of SIGMA CORPORATION, USA (SIGMA CORP). |
These reasons are: |
• The financial strengthening of SAL GROUP by means of SIGMA CORP'S superior financial resources; |
• Cost reduction at SAL GROUP by consolidation of common functions and human resources; |
• Expansion of SIGMA CORP's product range by the addition of SAL GROUP'S complex automotive and aerospace product ranges; |
• Opportunity to increase SAL GROUP sales to current and new customers by having access to SIGMA CORP's supply base outside of South Korea. |
Accordingly, SAL GROUP and its subsidiaries were acquired by SIGMA CORP in December 2023. In addition, SAL Italy received approval from the Italian IVA authorities for a long-awaited refund of IVA (VAT) in the amount of ~ Euros 200k with receipt of funds expected during H2 2024. |
The group's principal activities continued to be that of (1) the supply of components for use in the manufacture of automotive parts and (2) the supply of fittings and ancillary products to the UK & EU drinking and waste water industry. The Group's principal place of business is 41 Progress Road, Leigh on Sea, Essex, SS9 5PR. |
On the Automotive side of the SAL Group business, SAL: |
• continues to be a preferred supplier to all of our customers in the North American heavy duty transmission and supercharger industries where we are the single source for all products we supply; |
• negotiated a further five-year long-term agreement, with new business creation clauses, to ensure exclusivity and continuity of supply for all current products and with an incentive to encourage additional new sales for current and new products; |
• began ramping up and supplying products at production quantities to two new customers in the electrical vehicle and supercar e-mobility sectors which have been under development during the preceding three years; |
• competed for and were awarded a significant value of prototype level components as a precursor to a large and long-term supply of highly complex cast aluminium battery pack enclosures/lids for the electrification of gigantic mine haul vehicles where the elimination of very large diesel engines is a significant part of our customer's total commitment to decarbonisation and the achievement of a real 100% zero carbon position by 2030 throughout its entire business; |
• continued with the development and customer approval for a range of products for the aerospace industry which are complex in terms of both casting structure and machining and which enjoy long product life. These products will be supplied in production volumes in 2025 and beyond. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
The directors are satisfied that the shift towards the production of more complex castings with precision machining and assembly has been successful in terms of new business generation, profit improvement and product longevity and we will continue to deploy this strategy as part of our long-term business planning process. Additionally, the directors are expecting further sales and profit improvement opportunities by sourcing from SIGMA Corp's supply base outside South Korea, thereby reviving elements of our legacy business in the automotive sector. |
On the waterworks side of the business (SCP - Sigma Commercial Products Limited) we: |
• continue to develop and source from Chinese manufacturing partners on a full container load (FCL) basis and supply via an established distribution network in the UK and EU; |
• continue to be a preferred supplier of premium quality fittings, pipe, valves, couplings, flange adaptors and other products and accessories to the UK and European mains drinking water and sewerage systems repair and maintenance industries; |
• meet product requirements for entire domestic and international waterworks and sewerage projects and provide full technical support and advice to all customers. In recent years, the company has established a solid reputation with all its customers and the SCP business model, while currently at a modest level of sales, returns relatively healthy profit margins. |
Long term decisions affecting our business are initially determined at board level and implemented via a rolling 5-year strategic business plan, leveraging The Group's specialisation in complex lightweight castings with precision machining and is synchronised with the strategic sourcing needs of our main customers. To this end, we are well positioned to succeed in the industrial sectors we choose to support, with particular focus on aerospace, automotive, electric vehicles, and e-mobility components. These sectors all provide greater product longevity and allow better margins than other industries requiring more commoditised components. Our strategic business plan is agreed with our major customers via quarterly executive business reviews. |
The group employs and depends upon a small group of highly effective and well-trained business support personnel. The business planning process is inclusive, and the group's plans, expectations and results are available to all personnel. Operating decisions are made with the full engagement of the appropriate members of the teams supporting each aspect of our business. |
The group provides above local average salary and employment terms to all its employees and has a history of supporting fundraising events for the local community and charities. Sigma ASL has already marked its 30-year anniversary in the automotive manufacturing industry. We are one of very few suppliers to be awarded Worldwide Premier Strategic Supplier Awards over many successive years by its largest customer. This confirms the importance to all parties of the commitment to long term and mutually successful business. |
The group takes very seriously, via its published policies, its obligation to the stringent environmental and other standards measured and monitored by the ISO, TS and AS, and it insists upon the highest standards of conduct from its staff in transacting with customers and suppliers alike. The CEO maintains close and direct engagement with customers and suppliers, both to gauge The Group's reputation at a senior level and to reinforce the adherence of The Group's members to these standards. Disciplinary procedures are in place and are invoked when necessary. |
The group operates under a variety of policies designed to ensure that all members of staff may be assured of a safe, open, transparent, and inclusive working environment, free from unfairness, prejudice and inequality. There is an established grievance procedure in place to allow the fair and equitable review and resolution of any potential issues with upward escalation to highest levels of management encouraged, if felt necessary by any member of staff. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties facing the business are: |
• Competition from lower cost countries; |
• Increases in raw material & shipping costs. |
The directors are satisfied that they have in place sufficient plans to manage and/or mitigate these risks. |
FINANCIAL RISK |
Credit risk is addressed by conducting regular checks of our customers with a reputable credit risk agency and holding a provision for bad debts on the balance sheet. Foreign currency transactions are managed on a daily basis to ensure the company's exposure is minimised. |
OPERATING EXPENSES |
These are monitored continually against budgeted amounts for each expense category, and The group has undertaken an aggressive cost reduction exercise throughout all areas of its business. |
WORKING CAPITAL |
The group meets its day to day working capital requirements through finance facilities provided by its bank and cash receipts from customers. These are closely monitored to ensure adherence to agreed credit terms. Stock is regularly reviewed to ensure that the valuation is in line with UK accounting standards and is deemed recoverable. Obsolete stock that is identified is fully provided for within these financial statements. After the preparation of detailed trading and cashflow forecasts for The group, the directors expect that The group has adequate resources to continue to trade as a going concern for the foreseeable future, a position now reinforced by the Post Balance Events recorded above. |
COMPETITIVE ADVANTAGE |
The group strives to continuously improve its competitive advantage by working with its customers to provide innovative programs which deliver cost savings by introducing the latest designs and technologies. This enables our customers to best position themselves in the market, resulting in mutual benefit and growth. |
RESULTS |
Turnover for the period was $16.1m (18-month period ended 30.06.23: $63.2m) with loss before tax of $1.5m (18-month period ended 30.06.23: loss $1.3m). |
FINANCIAL KEY PERFORMANCE INDICATORS |
The directors utilise a number of key performance indicators to enable a consistent method of analysing and benchmarking performance. The key performance indicators utilised by the directors apart from those mentioned in the results above include; EBITDA ($1.4m) (18-month period ended 30.06.23: ($0.8m)), debtor days 49 (18-month period ended 30.06.23: 41) and creditor days 142 (18-month period ended 30.06.23: 190). |
The employee headcount decreased during the period by 7 to 18 (18-month period ended 30.06.23: 25). |
ON BEHALF OF THE BOARD: |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company and the group for the period 1 July 2023 to 31 December 2023. |
DIVIDENDS |
No dividends will be distributed for the period ended 31 December 2023. |
FUTURE DEVELOPMENTS |
All transactions Between Eaton Poland and Eaton China are set to be recognised in SIGMA ASL after the year end. This will create more revenue in the group in future years. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
DISCLOSURE IN THE STRATEGIC REPORT |
The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. |
The strategic report can be found on page 2 of the financial statements. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SAL GROUP LIMITED |
Opinion |
We have audited the financial statements of SAL GROUP LIMITED (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, 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, 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 affairs as at 31 December 2023 and of the group's loss for the period then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 group's and 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. |
Emphasis of matter |
In forming our opinion, we have considered the adequacy of the disclosures concerning the company's ability to continue as a going concern in the strategic report and note 3 of these financial statements. The company has provided for irrecoverable inter-company debtor balances in the period resulting in a high level of net current liabilities. The strategic report and note 3 of the financial statements outlines the directors' expectations for the rest of 2024 and beyond, which indicate that the company will continue to trade for the foreseeable future in line with the director's forecasts and projections and expected continued support of the company's shareholders. Our opinion is not modified in this respect. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SAL GROUP LIMITED |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors 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 Report of the Directors. |
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page five, 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 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SAL GROUP LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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: |
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit |
evidence that is sufficient and appropriate to provide a basis for our opinion. |
Identifying and assessing potential risks related to irregularities |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and |
non-compliance with laws and regulations, we considered the following: |
- the nature of the industry and sector, control environment and business performance including the design of the group's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets; |
- results of our enquiries of management about their own identification and assessment of the risks of |
irregularities; |
- any matters we identified having obtained and reviewed the group's documentation of their policies and procedures relating to; |
- Identifying, evaluating and complying with laws and regulations and whether they were aware of any |
instances of noncompliance; |
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
Based on this approach, we were able to assess the group risks and ensure the risks were considered throughout all areas of audit testing across all of the group. The audit team was professionally sceptical throughout the audit and remained alert for inaccurate or misleading information. |
Audit response to risks identified |
As a result of performing the above, we did not identify any key audit matters related to the potential risk of |
fraud or irregularities. Our procedures to respond to risks identified included the following: |
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
- enquiring of management concerning actual and potential litigation and claims; |
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- obtaining an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and |
- in addressing the risk of fraud through management override of controls, testing the appropriateness of |
journal entries and other adjustments; assessing whether the judgements made in making accounting |
estimates are indicative of a potential bias; and evaluating the business rationale of any significant |
transactions that are unusual or outside the normal course of business. |
Audit testing was completed on a targeted sample basis based on our assessment of risk and materiality. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SAL GROUP LIMITED |
Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. |
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also: |
- | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
- | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. |
- | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
- | Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. |
- | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
- | Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express and opinion on the consolidated financial statements. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
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 we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants & Statutory Auditors |
Stone House |
Stone Road Business Park |
Stoke-on-Trent |
ST4 6SR |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
Notes | $ | $ |
TURNOVER | 3 | 16,108,991 | 63,195,063 |
Cost of sales | (15,274,540 | ) | (59,511,919 | ) |
GROSS PROFIT | 834,451 | 3,683,144 |
Administrative expenses | (1,829,330 | ) | (4,613,523 | ) |
GROUP OPERATING LOSS | 5 | (994,879 | ) | (930,379 | ) |
Share of operating profit/(loss) in |
Associates | 405,502 | (106,721 | ) |
Exceptional items | 7 | (873,886 | ) | - |
(1,463,263 | ) | (1,037,100 | ) |
Interest receivable and similar income | 8,701 | - |
(1,454,562 | ) | (1,037,100 | ) |
Interest payable and similar expenses | 8 | (75,140 | ) | (249,122 | ) |
LOSS BEFORE TAXATION | (1,529,702 | ) | (1,286,222 | ) |
Tax on loss | 9 | 510,410 | 333,517 |
LOSS FOR THE FINANCIAL PERIOD | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME |
Foreign currency reserves movements |
Fair value adjustments of associate |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
- |
- |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
(1,019,292 |
) |
(952,705 |
) |
Loss attributable to: |
Owners of the parent | (1,019,292 | ) | (952,705 | ) |
Total comprehensive income attributable to: |
Owners of the parent | (1,019,292 | ) | (952,705 | ) |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
31 DECEMBER 2023 |
31.12.23 | 30.6.23 |
Notes | $ | $ |
FIXED ASSETS |
Intangible assets | 11 | 2,610,629 | 2,667,414 |
Tangible assets | 12 | 240,380 | 266,887 |
Investments | 13 |
Interest in associate | 785,727 | 380,225 |
3,636,736 | 3,314,526 |
CURRENT ASSETS |
Stocks | 14 | 1,087,754 | 5,216,000 |
Debtors | 15 | 7,826,325 | 5,828,752 |
Cash at bank | 513,228 | 1,809,981 |
9,427,307 | 12,854,733 |
CREDITORS |
Amounts falling due within one year | 16 | (23,769,109 | ) | (25,855,030 | ) |
NET CURRENT LIABILITIES | (14,341,802 | ) | (13,000,297 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
(10,705,066 |
) |
(9,685,771 |
) |
CREDITORS |
Amounts falling due after more than one year |
17 |
(399,192 |
) |
(399,192 |
) |
NET LIABILITIES | (11,104,258 | ) | (10,084,963 | ) |
CAPITAL AND RESERVES |
Called up share capital | 21 | 13 | 13 |
Foreign currency translation |
reserve | 22 | (77,290 | ) | (77,290 | ) |
Retained earnings | 22 | (13,109,657 | ) | (12,090,365 | ) |
SHAREHOLDERS' FUNDS | (13,186,934 | ) | (12,167,642 | ) |
NON-CONTROLLING INTERESTS | 2,082,676 | 2,082,679 |
TOTAL EQUITY | (11,104,258 | ) | (10,084,963 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on 17 November 2024 and were signed on its behalf by: |
V J Pais - Director |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
COMPANY STATEMENT OF FINANCIAL POSITION |
31 DECEMBER 2023 |
31.12.23 | 30.6.23 |
Notes | $ | $ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 21 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | - | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
Foreign |
Called up | currency |
share | Retained | translation |
capital | earnings | reserve |
$ | $ | $ |
Balance at 1 January 2022 | 13 | (11,137,660 | ) | (77,290 | ) |
Changes in equity |
Total comprehensive income | - | (952,705 | ) | - |
Balance at 30 June 2023 | 13 | (12,090,365 | ) | (77,290 | ) |
Changes in equity |
Total comprehensive income | - | (1,019,292 | ) | - |
Balance at 31 December 2023 | 13 | (13,109,657 | ) | (77,290 | ) |
Non-controlling | Total |
Total | interests | equity |
$ | $ | $ |
Balance at 1 January 2022 | (11,214,937 | ) | 2,082,679 | (9,132,258 | ) |
Changes in equity |
Total comprehensive income | (952,705 | ) | - | (952,705 | ) |
Balance at 30 June 2023 | (12,167,642 | ) | 2,082,679 | (10,084,963 | ) |
Changes in equity |
Total comprehensive income | (1,019,292 | ) | - | (1,019,292 | ) |
Balance at 31 December 2023 | (13,186,934 | ) | 2,082,679 | (11,104,255 | ) |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
$ | $ | $ |
Balance at 1 January 2022 |
Changes in equity |
Balance at 30 June 2023 |
Changes in equity |
Balance at 31 December 2023 |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
CONSOLIDATED STATEMENT OF CASH FLOWS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
Notes | $ | $ |
Cash flows from operating activities |
Cash generated from operations | 1 | 696,913 | 1,042,905 |
Interest paid | (75,140 | ) | (249,122 | ) |
Tax paid | 246,432 | - |
Net cash from operating activities | 868,205 | 793,783 |
Cash flows from investing activities |
Purchase of intangible fixed assets | - | (847,209 | ) |
Purchase of tangible fixed assets | (2,331 | ) | (198,374 | ) |
Sale of tangible fixed assets | - | 1,663 |
Interest received | 8,701 | - |
Net cash from investing activities | 6,370 | (1,043,920 | ) |
Cash flows from financing activities |
New loans in year | - | 21,000 |
Amount introduced by directors | (249,999 | ) | 19,814 |
Amount withdrawn by directors | (1,977 | ) | - |
Net cash from financing activities | (251,976 | ) | 40,814 |
Increase/(decrease) in cash and cash equivalents | 622,599 | (209,323 | ) |
Cash and cash equivalents at beginning of period |
2 |
(113,417 |
) |
95,906 |
Cash and cash equivalents at end of period |
2 |
509,182 |
(113,417 |
) |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Loss before taxation | (1,529,702 | ) | (1,286,222 | ) |
Depreciation charges | 76,102 | 210,593 |
Loss/(profit) on disposal of fixed assets | 9,518 | (1,651 | ) |
Share of associate profit/(loss) | (405,502 | ) | 106,722 |
Finance costs | 75,140 | 249,122 |
Finance income | (8,701 | ) | - |
(1,783,145 | ) | (721,436 | ) |
Decrease in stocks | 4,128,246 | 2,768,297 |
Increase in trade and other debtors | (1,731,618 | ) | (102,740 | ) |
Increase/(decrease) in trade and other creditors | 83,430 | (901,216 | ) |
Cash generated from operations | 696,913 | 1,042,905 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Period ended 31 December 2023 |
31.12.23 | 1.7.23 |
$ | $ |
Cash and cash equivalents | 513,228 | 1,809,981 |
Bank overdrafts | (4,046 | ) | (1,923,398 | ) |
509,182 | (113,417 | ) |
Period ended 30 June 2023 |
30.6.23 | 1.1.22 |
$ | $ |
Cash and cash equivalents | 1,809,981 | 2,876,460 |
Bank overdrafts | (1,923,398 | ) | (2,780,554 | ) |
(113,417 | ) | 95,906 |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.7.23 | Cash flow | At 31.12.23 |
$ | $ | $ |
Net cash |
Cash at bank | 1,809,981 | (1,296,753 | ) | 513,228 |
Bank overdrafts | (1,923,398 | ) | 1,919,352 | (4,046 | ) |
(113,417 | ) | 622,599 | 509,182 |
Debt |
Debts falling due after 1 year | (399,192 | ) | - | (399,192 | ) |
(399,192 | ) | - | (399,192 | ) |
Total | (512,609 | ) | 622,599 | 109,990 |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
SAL GROUP LIMITED is a |
The presentation currency of the financial statements is the US Dollar ($). |
2. | ACCOUNTING POLICIES |
BASIS OF PREPARING THE FINANCIAL STATEMENTS |
FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS |
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: |
(a) Disclosures in respect of each class of share capital have not been presented |
(b) No cash flow statement has been presented for the company. |
(c) Disclosures in respect of financial instruments have not been presented. |
(d) No disclosure has been given for the aggregate remuneration of key management personnel. |
BASIS OF CONSOLIDATION |
The consolidated financial statements incorporate the financial statements of the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
SIGNIFICANT JUDGEMENTS AND ESTIMATES |
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Judgements |
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
(i) Provisions for obsolete stock and dilapidations |
Provision is made for obsolete and slow moving stock. These provisions require management's best estimate of the net realisable values. Provision is also made for asset dilapidation and contingencies. These provisions require managements best estimate of the costs incurred based on legislative and contractual requirements. |
Key sources of estimation uncertainty |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: |
As described in the accounting policies of the financial statements, depreciation of tangible fixed |
assets has been based on estimated useful lives and residual values deemed appropriate by the |
directors. Estimated useful lives and residual values are reviewed annually and revised as appropriate. Revisions take in to account actual asset lives and residual values as evidenced by disposals during current and prior accounting periods. |
GOING CONCERN |
The group continued to make losses during the financial period with the group making a loss before tax of $668,511 prior to exceptional items. |
In December 2023 the parent undertaking, SAL Group Limited was acquired by Sigma Manufacturing Solutions (USA) LLC (SMU). SMU is a wholly owned subsidiary of Sigma Corporation a company registered in the USA. |
SMU have invested heavily in the group to allow them to continue to meet their obligations as they fall due and have provided assurances of their continued support to the group, accordingly the directors consider that the group is a going concern and accordingly, the financial statements have been prepared on a going concern basis. |
REVENUE RECOGNITION |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
GOODWILL |
Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. From transition goodwill is amortised over its remaining useful economic life of 5 years from its previous policy of 20 years. |
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates. |
INTANGIBLE ASSETS |
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. |
Development costs are being amortised evenly over their estimated useful life based on the sales lifecycle of each project. Amortisation is charged from the date economic benefits are realised by the company. |
Intangible assets acquired as part of a business combination are recorded at the fair value at the acquisition date. |
TANGIBLE FIXED ASSETS |
Short leasehold | - |
Plant and machinery | - |
Fixtures and fittings | - |
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. |
INVESTMENTS IN ASSOCIATES |
Investments in subsidiary undertakings are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. |
Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate. |
STOCKS |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
FINANCIAL INSTRUMENTS |
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. |
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
Debt instruments are subsequently measured at amortised cost. |
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. |
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. |
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. |
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 entity after deducting all of its financial liabilities. |
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. |
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. |
CORPORATION TAX |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 statement of financial position date. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
DEFERRED TAX |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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. |
FOREIGN CURRENCIES |
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account. |
The financial statements of overseas subsidiary undertakings are translated at the rate of exchange ruling at the balance sheet date. The exchange differences arising on the re-translation of opening net assets is taken directly to other comprehensive income. |
OPERATING LEASES |
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. |
DEFINED CONTRIBUTION PLANS |
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. |
Employee benefits |
The group provides a range of benefits to employees. |
Short term benefits, including holiday pay, are recognised as an expenses in the profit and loss account in the period in which they are incurred. |
NON-CONTROLLING INTERESTS |
Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. |
The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
3. | TURNOVER |
The turnover and loss before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
United Kingdom | 1,172,903 | 5,636,540 |
Europe | 185,084 | 749,263 |
Rest of the World | 14,751,004 | 56,809,260 |
16,108,991 | 63,195,063 |
4. | EMPLOYEES AND DIRECTORS |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Wages and salaries | 437,126 | 1,456,880 |
Social security costs | 54,931 | 212,520 |
Other pension costs | 2,926 | 21,168 |
494,983 | 1,690,568 |
The average number of employees during the period was as follows: |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
Directors | 2 | 2 |
Other employees | 13 | 18 |
Overseas offices | 3 | 5 |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Directors' remuneration | 94,206 | 336,642 |
The number of directors to whom retirement benefits were accruing was as follows: |
Defined benefit schemes | 1 | - |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
4. | EMPLOYEES AND DIRECTORS - continued |
The directors also received additional benefits of $13,069 (30.6.23 - $48,053). |
5. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Hire of plant and machinery | - | 63,292 |
Depreciation - owned assets | 19,319 | 40,858 |
Loss/(profit) on disposal of fixed assets | 9,518 | (1,651 | ) |
Development costs amortisation | 56,785 | 170,356 |
Foreign exchange differences | 33,345 | 26,101 |
6. | AUDITORS' REMUNERATION |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Fees payable to the company's auditors and their associates for the audit of the company's financial statements |
24,757 |
38,191 |
7. | EXCEPTIONAL ITEMS |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Exceptional items | (873,886 | ) | - |
Exceptional costs relate restructuring costs and relevant stock provisions of $874k that arose from the in year acquisition of the company by Sigma Manufacturing Solutions (USA) LLC. |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Bank interest | 24,894 | 94,940 |
Bank loan interest | 50,246 | 133,182 |
Other interest payable | - | 21,000 |
75,140 | 249,122 |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
9. | TAXATION |
Analysis of the tax credit |
The tax credit on the loss for the period was as follows: |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Current tax: |
UK corporation tax | (246,968 | ) | - |
Adjustment in respect of prior |
periods | - | (91,419 | ) |
Total current tax | (246,968 | ) | (91,419 | ) |
Deferred tax | (263,442 | ) | (242,098 | ) |
Tax on loss | (510,410 | ) | (333,517 | ) |
RECONCILIATION OF TOTAL TAX CREDIT INCLUDED IN PROFIT AND LOSS |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Loss before tax | (1,529,702 | ) | (1,286,222 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 20 %) |
(382,426 |
) |
(257,244 |
) |
Effects of: |
Expenses not deductible for tax purposes | 197,820 | (240,669 | ) |
Income not taxable for tax purposes | (263,609 | ) | 216,314 |
Adjustments to tax charge in respect of previous periods | - | (91,418 | ) |
branch |
Changes in future tax rates | - | 39,500 |
Losses carried forward | (62,195 | ) | - |
Total tax credit | (510,410 | ) | (333,517 | ) |
Tax effects relating to effects of other comprehensive income |
There were no tax effects for the period ended 31 December 2023. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
9. | TAXATION - continued |
1.1.22 to 30.6.23 |
Gross | Tax | Net |
$ | $ | $ |
Foreign currency reserves movements |
Fair value adjustments of associate |
- | - | - |
10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
11. | INTANGIBLE FIXED ASSETS |
Group |
Development | Computer |
Goodwill | costs | software | Totals |
$ | $ | $ | $ |
COST |
At 1 July 2023 |
and 31 December 2023 | 379,181 | 3,425,073 | 39,243 | 3,843,497 |
AMORTISATION |
At 1 July 2023 | 379,181 | 757,659 | 39,243 | 1,176,083 |
Amortisation for period | - | 56,785 | - | 56,785 |
At 31 December 2023 | 379,181 | 814,444 | 39,243 | 1,232,868 |
NET BOOK VALUE |
At 31 December 2023 | - | 2,610,629 | - | 2,610,629 |
At 30 June 2023 | - | 2,667,414 | - | 2,667,414 |
The company has no intangible assets. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
12. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Short | Plant and | and |
leasehold | machinery | fittings | Totals |
$ | $ | $ | $ |
COST |
At 1 July 2023 | 6,010 | 302,691 | 5,463 | 314,164 |
Additions | - | - | 2,331 | 2,331 |
Disposals | (6,010 | ) | (2,876 | ) | (5,463 | ) | (14,349 | ) |
At 31 December 2023 | - | 299,815 | 2,331 | 302,146 |
DEPRECIATION |
At 1 July 2023 | 4,830 | 42,447 | - | 47,277 |
Charge for period | - | 19,222 | 97 | 19,319 |
Eliminated on disposal | (4,830 | ) | - | - | (4,830 | ) |
At 31 December 2023 | - | 61,669 | 97 | 61,766 |
NET BOOK VALUE |
At 31 December 2023 | - | 238,146 | 2,234 | 240,380 |
At 30 June 2023 | 1,180 | 260,244 | 5,463 | 266,887 |
The company has no tangible assets. |
13. | FIXED ASSET INVESTMENTS |
Group |
Interest |
in |
associate |
$ |
COST |
At 1 July 2023 | 380,225 |
Share of profit/(loss) | 405,502 |
At 31 December 2023 | 785,727 |
NET BOOK VALUE |
At 31 December 2023 | 785,727 |
At 30 June 2023 | 380,225 |
The group investments in associates consist of a 30% ordinary shareholding in Sigma Manufacturing Solutions, a company incorporated in Korea. The registered office of the associate is Sigma Manufacturing Solutions 29, Mieumsandan-ro, 76beon-gil Gagseo, Busan, Korea. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
13. | FIXED ASSET INVESTMENTS - continued |
Group |
Company |
Shares in |
group |
undertaking |
$ |
COST |
At 1 July 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 30 June 2023 |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
SUBSIDIARIES |
Registered office: Ground Floor Progress House, 41 Progress Road, Eastwood, Leigh on Sea, Essex, SS9 5PR |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Ground Floor Progress House, 41 Progress Road, Eastwood, Leigh on Sea, Essex, SS9 5PR |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Ground Floor Progress House, 41 Progress Road, Eastwood, Leigh on Sea, Essex, SS9 5PR |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Ground Floor Progress House, 41 Progress Road, Eastwood, Leigh on Sea, Essex, SS9 5PR |
Nature of business: |
% |
Class of shares: | holding |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
14. | STOCKS |
Group |
31.12.23 | 30.6.23 |
$ | $ |
Stocks | 1,087,754 | 5,216,000 |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
31.12.23 | 30.6.23 |
$ | $ |
Trade debtors | 4,340,904 | 4,743,870 |
Other debtors | 80,361 | 69,898 |
Directors' current accounts | 150,253 | 148,276 |
Tax | 208,712 | 208,176 |
VAT | 111,017 | 183,246 |
Deferred tax asset | 505,540 | 242,098 |
Prepayments and accrued income | 2,429,538 | 233,188 |
7,826,325 | 5,828,752 |
Deferred tax asset |
Group |
31.12.23 | 30.6.23 |
$ | $ |
Accelerated capital allowances | (37,020 | ) | (51,680 | ) |
Tax losses carried forward | 542,560 | 293,778 |
505,540 | 242,098 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
31.12.23 | 30.6.23 |
$ | $ |
Bank loans and overdrafts (see note 18) | 4,046 | 1,923,398 |
Trade creditors | 11,808,449 | 20,795,301 |
Amounts owed to group undertakings | 10,112,299 | - |
Social security and other taxes | 43,264 | 30,936 |
Other creditors | 765,733 | 9,068 |
Factoring account | - | 2,522,501 |
Directors' current accounts | - | 249,999 |
Accruals and deferred income | 1,035,318 | 323,827 |
23,769,109 | 25,855,030 |
Amounts owed to group undertakings are unsecured, interest free and are repayable on demand. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.12.23 | 30.6.23 |
$ | $ |
Other loans (see note 18) | 399,192 | 399,192 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
31.12.23 | 30.6.23 |
$ | $ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | 4,046 | 1,923,398 |
Amounts falling due between two and | five years: |
Other loans - 2-5 years | 399,192 | 399,192 |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
31.12.23 | 30.6.23 |
$ | $ |
Within one year | 31,171 | 78,579 |
Between one and five years | 8,346 | 24,635 |
39,517 | 103,214 |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
20. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
31.12.23 | 30.6.23 |
$ | $ |
Bank overdraft | 4,046 | 1,923,398 |
Factoring account | - | 2,522,501 |
4,046 | 4,445,899 |
Sigma ASL Limited has a fixed charge dated 30 August 2023 between the company and HSBC Bank Plc over cash deposits. |
Sigma ASL Logistics Limited has a fixed charge dated 19 December 2008 for a rent deposit deed between the company and Cottis House Limited over one quarters rent currently £11,750 plus VAT and interest. |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 30.6.23 |
value: | $ | $ |
Ordinary shares | 1.3 | 13 | 13 |
22. | RESERVES |
Foreign currency translation reserve - this reserve has arisen from the translation of the results of subsidiaries with differing functional currencies into the group's functional current so that they can be appropriately recorded in the consolidated financial statements |
Retained earnings - This reserve records retained earnings and accumulated losses. |
23. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the years ended 31 December 2023 and period ended 30 June 2023: |
31.12.23 | 30.06.23 |
(as restated | ) |
A J Elliott | $ | $ |
Balance outstanding at start of year | 148,276 | 161,055 |
Amounts advanced | 1,977 | - |
Amounts repaid | - | (12,779 | ) |
Amounts written off | - | - |
Prior year adjustment | - | - |
Balance outstanding at end of year | 150,253 | 148,276 |
Amounts advanced to the director are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
SAL GROUP LIMITED (REGISTERED NUMBER: 03977940) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
24. | RELATED PARTY DISCLOSURES |
1) During the year the company undertook transactions with Sigma Manufacturing Solutions, a participating interest of the company, as follows: Amounts owed to related party at 1 July 2023 $2,184,406, sales from the related party $9,684 , purchases from related party $13,662,372 and payments to related party $13,963,121. Amounts owed to related party at 31 December 2023 $1,873,973. |
Directors' remuneration is shown in note 4 of the financial statements. |
25. | POST BALANCE SHEET EVENTS |
There were no material post balance sheet events up to the date of approval of the financial statements by the board. |
26. | ULTIMATE CONTROLLING PARTY |
The ultimate parent undertaking of SAL Group Limited is Sigma Corporation (USA), a company incorporated in the USA. Registered office: 700 Goldman Drive, Cream Ridge, New Jersey 08514 |
There is no one controlling party. |
27. | GOING CONCERN |
These accounts have been prepared on the going concern basis, on the understanding that directors, shareholders and group as a whole will continue to financially support the group. |