ETHICAL APPAREL AFRICA (EAA) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Convertible debt option reserve
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Total comprehensive income for the year
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Equity share options issued
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Total contributions by and distributions to owners
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Total comprehensive income for the year
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Equity share options issued
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Total contributions by and distributions to owners
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The notes on pages 14 to 34 form part of these financial statements.
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ETHICAL APPAREL AFRICA (EAA) LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Depreciation of property, plant and equipment
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Movements in working capital:
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Increase in trade and other receivables
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(Increase)/decrease in inventories
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Increase in trade and other payables
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Cash generated from operations
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Net cash used in operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Proceeds from disposal of property, plant and equipment
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Net cash (used in)/from investing activities
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Cash flows from financing activities
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Issue of convertible debt
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Net cash from financing activities
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Net decrease in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 14 to 34 form part of these financial statements.
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ETHICAL APPAREL AFRICA (EAA) LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Depreciation of property, plant and equipment
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Gain on sale of property, plant and equipment
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Movements in working capital:
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Increase in trade and other receivables
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(Increase)/decrease in inventories
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Increase in trade and other payables
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Cash generated from operations
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Net cash (used in)/from operating activities
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Cash flows from investing activities
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Acquisition of subsidiary, net of cash acquired
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Purchases of property, plant and equipment
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Proceeds from disposal of property, plant and equipment
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Net cash used in investing activities
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Cash flows from financing activities
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Issue of convertible debt
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Net cash from financing activities
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Net decrease in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 14 to 34 form part of these financial statements.
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.Accounting policies
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
∙has power over the investee;
∙is exposed, or has rights, to variable returns from its involvement with the investee; and
∙has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
∙potential voting rights held by the Company, other vote holders or other parties;
∙rights arising from other contractual arrangements; and
∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.Accounting policies (continued)
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Basis of consolidation (continued)
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Changes in the Group's ownership interests in existing subsidiaries
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Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.Accounting policies (continued)
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Income tax expense represents the sum of the tax currently payable and deferred tax.
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Property, plant and equipment
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Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first in, first out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.
Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.Accounting policies (continued)
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Non-controlling interests
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For business combinations completed prior to 1 January 2010, the Group initially recognised any non-controlling interest in the acquiree at the non-controlling interest's proportionate share of the acquiree's net assets. For business combinations completed on or after 1 January 2010 the Group has the choice, on a transaction by transaction basis, to initially recognise any non-controlling interest in the acquiree which is a present ownership interest and entitles its holders to a proportionate share of the entity's net assets in the event of liquidation at either acquisition date fair value or, at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets. Other components of non-controlling interest such as outstanding share options are generally measured at fair value. The Group has not elected to take the option to use fair value in acquisitions completed to date.
From 1 January 2010, the total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries were attributed entirely to the Group. In accordance with the transitional requirements of IAS 27 (2008), the carrying value of non-controlling interests at the effective date of amendment has not been restated.
Ethical Apparel Africa (EAA) Limited (the 'Company') is a limited company incorporated in . The Company's registered office is at . These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in manufacturing & sourcing that enables brands to diversify their supply chains through ethical production in West Africa..
The Group's consolidated and the Company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 31 December 2024.
Details of the Group's accounting policies, including changes during the year, are included in note 1.
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Basis of preparation (continued)
The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.
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3.2 Changes in accounting policies
i) New standards, interpretations and amendments effective from 1 January 2023
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The following tables summarise the impacts of adopting new accounting standards on the Group's consolidated financial statements.
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Consolidated Statement of Financial Position (extract)
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Consolidated Statement of Comprehensive Income (extract)
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The following tables summarise the impacts of adopting new accounting standards on the Company's financial statements.
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Company Statement of Financial Position (extract)
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New standards, interpretations and amendments not yet effective
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The following new standards, interpretations and amendments, which are not yet effective and have not been adopted early in these financial statements, will or may have an effect on the Company's future financial statements:
Heading 1
The directors anticipate that the adoption of these Standards in future periods may have an impact on the results and net assets of the Company, however, it is too early to quantify this.
The directors anticipate that the adoption of other Standards and interpretations that are not yet effective in future periods will only have an impact on the presentation in the financial statements of the Company.
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Functional and presentation currency
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These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Accounting estimates and judgments
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5.1 Judgment
Judgment 1
In the application of the Company's accounting policies, which are described in note 3, the director is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are relevant and are continually reviewed on an ongoing basis.
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5.2 Estimates and assumptions
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Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, group based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience and historical collection rates.
Revenue from contacts with customers
When deciding the most appropriate basis for presenting revenue, both the legal form and the substance of the agreement between the company and its business partners and customers are reviewed to determine each party's respective role in the transaction. Factors taken into consideration include whether the Company as the primary obligor with the customer and whether the Company has attitude in determining pricing.
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The following is an analysis of the Group's revenue for the year from continuing operations:
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Development consultanct income
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Government grants receivable
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Employee benefit expenses
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Employee benefit expenses (including directors) comprise:
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Defined contribution pension cost
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The monthly average number of persons, including the directors, employed by the Group during the year was as follows:
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Employee benefit expenses (including directors) comprise:
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Defined contribution pension cost
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Group contributions to pension schemes
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Finance income and expense
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Recognised in profit or loss
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Other interest receivable
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Other loan interest payable
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Net finance expense recognised in profit or loss
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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11.1 Income tax recognised in profit or loss
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Origination and reversal of timing differences
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The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
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Income tax credit/expense (including income tax on associate, joint venture and discontinued operations)
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Unrelieved tax losses carried forward
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
11.Tax expense (continued)
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11.2 Current tax assets and liabilities
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Corporation tax repayable
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11.3 Deferred tax balances
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The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:
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Property, plant and equipment
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Tax losses carried forward
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Recognised in profit or loss
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Property, plant and equipment
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Tax losses carried forward
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Property, plant and equipment
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Accumulated depreciation and impairment
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Charge owned for the year
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Charge owned for the year
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Accumulated depreciation and impairment
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Charge owned for the year
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Charge owned for the year
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
13.Intangible assets (continued)
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Accumulated amortisation and impairment
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Other non-current investments
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Investments in subsidiary companies
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Trade and other receivables
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
16.Trade and other receivables (continued)
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Receivables from related parties
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Total financial assets other than cash and cash equivalents classified as loans and receivables
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Prepayments and accrued income
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Total trade and other receivables
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Less: current portion - trade receivables
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Less: current portion - prepayments and accrued income
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Less: current portion - other receivables
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Less: current portion - receivables from related parties
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Total non-current portion
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The company's credit risk is primarily attributable to these receivables. The amounts presented in the balance sheet include allowances for specific doubtful receivables and expected credit losses.
Trade and other receivables are not subject to restrictions on title and no collateral is held as security. The company considers that the carrying amount of trade and other receivables is a reasonable approximation of their fair values.
Intercompany receivables are unsecured, repayable on demand and are interest free.
Deposits and prepayments include amounts paid in advance to suppliers of services and historically have covered periods from 1 to 12 months in advance. The Group's current policy, which is also adopted by the Company, is that deposits and prepayments will normally only be made for periods of up to twelve months in advance.
The other classes within trade and other receivables do not contain impaired assets.
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Receivables from related parties
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Total financial assets other than cash and cash equivalents classified as loans and receivables
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Prepayments and accrued income
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
16.Trade and other receivables (continued)
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Total trade and other receivables
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Less: current portion - trade receivables
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Less: current portion - prepayments and accrued income
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Less: current portion - other receivables
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Less: current portion - receivables from related parties
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Total non-current portion
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Payables to related parties
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Total trade and other payables
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Less: current portion - trade payables
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Less: current portion - payables to related parties
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Less: current portion - other payables
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Less: current portion - accruals
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Less: current portion - deferred income
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Total non-current position
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Payables to related parties
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Total trade and other payables
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Less: current portion - trade payables
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Less: current portion - payables to related parties
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Less: current portion - other payables
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Less: current portion - accruals
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Less: current portion - deferred income
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Total non-current position
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Total loans and borrowings
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Total loans and borrowings
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A Ordinary shares of £0.01 each
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B1 Ordinary shares of £0.01 each
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B2 Ordinary Shares shares of £0.01 each
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A Ordinary shares of £0.01 each
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At 1 January and 31 December
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B1 Ordinary shares of £0.01 each
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At 1 January and 31 December
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ETHICAL APPAREL AFRICA (EAA) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
19.Share capital (continued)
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B2 Ordinary Shares shares of £0.01 each
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At 1 January and 31 December
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Share premium
This reserve records the amount received above the nominal value of shares issued, net of any transaction costs.
Foreign exchange reserve
This reserve records exchange differences arising from the translation of the financial statements of foreign subsidiaries and foreign currency transactions recognized directly in equity.
Retained earnings
This reserve includes retained earnings and accumulated losses from current and prior periods.
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Non-controlling interests
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Balance at beginning of the year
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Share of loss/profit for the year
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Non-controlling interests arising on acquisition
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