REGISTERED NUMBER: 14746622 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Period 13 April 2023 to 31 May 2024 |
for |
Enicor Group Limited |
REGISTERED NUMBER: 14746622 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Period 13 April 2023 to 31 May 2024 |
for |
Enicor Group Limited |
Enicor Group Limited (Registered number: 14746622) |
Contents of the Consolidated Financial Statements |
for the Period 13 April 2023 to 31 May 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 8 |
Report of the Independent Auditors | 10 |
Consolidated Statement of Comprehensive Income | 14 |
Consolidated Statement of Financial Position | 15 |
Company Statement of Financial Position | 16 |
Consolidated Statement of Changes in Equity | 17 |
Company Statement of Changes in Equity | 18 |
Notes to the Consolidated Financial Statements | 19 |
Enicor Group Limited |
Company Information |
for the Period 13 April 2023 to 31 May 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
T/A, Parkins, Chartered Accountants and |
Statutory Auditors |
Moor Park House |
Bawtry Rd |
Wickersley |
Rotherham |
South Yorkshire |
S66 2BL |
Enicor Group Limited (Registered number: 14746622) |
Group Strategic Report |
for the Period 13 April 2023 to 31 May 2024 |
The directors present their strategic report of the company and the group for the period 13 April 2023 to 31 May 2024. |
Enicor Group Limited is the parent company for Enicor Limited and Enicor Holdings Limited and its subsidiaries ("the Group"). The principal activities of the Group are metal recycling and metal trading. |
Enicor Group Limited was incorporated on 21 March 2023. On 13 April 2023, Pittsburgh Bidco Limited (subsequently renamed Enicor Group Limited) acquired the entire share capital of Peterborough Metal Recycling Limited (subsequently re-named Enicor Limited) and KJB Global Holdings Limited (subsequently renamed Enicor Holdings Limited) and its subsidiary company KJB Consulting (Global) Limited (subsequently renamed Enicor Trading Limited). |
REVIEW OF BUSINESS |
The directors present the strategic report for the period from 13 April 2023 to 31 May 2024. This represents the first period of trading for the newly formed Group. |
Trading of the newly formed group commenced on 13 April 2023. The main activity of the group is metal recycling and trading of metals. |
During period between 13 April 2023 and 31 May 2024 the Group generated sales of £93.3m. Gross profit for the period was £17.7m (19.0%). |
The key measure of profitability monitored by the Group is earnings before interest, tax, depreciation and amortisation ("EBITDA"). EBITDA for the period from 13 April 2023 to 31 May 2024 was £7.1m (8.0%). Net profit for the period was £4.9m. |
Objectives |
The Group's long-term objective is to grow revenue and profitability in order to fund continued expansion by organic growth and further acquisitions of UK based metal recycling businesses. |
In pursuing this objective, the Group intends to maintain sound financial management and avoid excessive risks. |
Key business strategies |
In pursuit of its objectives the Group has continued with and refined a number of key business strategies. The aim being to secure increased sales through: |
- Focusing on existing product ranges with most potential for growth |
- Reducing our focus on those product ranges with the least potential for growth |
- The development of new products and new market sectors |
- Actively pursue acquisition opportunities in the sector to deliver growth and increase critical mass |
The strategy is continually renewed by the Board in light of actual performance and changing market conditions to ensure it remains appropriate to achieve objectives. |
Enicor Group Limited (Registered number: 14746622) |
Group Strategic Report |
for the Period 13 April 2023 to 31 May 2024 |
Financial key performance indicators |
The Group uses a number of financial measures to monitor progress against strategies and corporate objectives. |
These are summarised below |
Turnover £93.3m |
EBITDA £7.1m |
Profit before tax £3.7m |
Streamlined energy and carbon reporting (SECR) |
Introduction |
The scope of this energy and carbon report includes all activities and sites controlled by the Group during the period 13 April 2023 to 31 May 2024. The below statement contains annual energy consumption, associated greenhouse gas emissions and additional related information as required under the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. |
Methodology |
The methodology to define the scope and calculate the GHG emissions was the GHG Protocol Corporate Accounting and Reporting Standard (World Business Council for Sustainable Development, 2004). The data used in this report was based on weekly and monthly invoice data from energy suppliers recorded on a central spreadsheet and checked against the paper invoice records. The electricity, gas, and diesel consumption data provided by Enicor was analysed to calculate the total energy consumption and to establish the significant energy users throughout the group. DEFRA conversion factors for 2023 and 2024 for Company Reporting were used as part of the analysis, to convert to a common unit of energy, kWh and to calculate the associated GHG emissions. (Department for Energy Security and Net Zero, 2022) (Department for Energy Security and Net Zero, 2023). |
Energy Use and Greenhouse Gas Emissions |
The table below shows the total UK energy use associated with the consumption of electricity, natural gas and other fuels combusted on site and fuel consumed for relevant business transport purposes for the period 13 April 2023 to 31 May 2024. Our Scope 2 emissions are generated from purchased electricity. |
Table - Energy Consumption and Emissions |
13 April 2023 to31 May 2024 (£ | ) |
Gas (kWh) | 22,324 |
Electricity (kWh) | 728,573 |
Road Transport (kWh) | 8,764,804 |
Total Energy (kWh) | 9,515,701 |
Scope 1 Emissions (tCO2e) | 2,089 |
Scope 2 Emissions - Electricity indirect GHG (tCO2e) | 151 |
Total Emissions (tCO2e) | 2,250 |
Emission Intensity tCO2e/£m | 24.1 |
Energy efficiency plans |
There have been several opportunities to reduce energy consumption through the following projects: |
- Ongoing replacement cycle of mobile plant (FLTs, Dumper, Loading Shovel and Crane) is being undertaken to replace old inefficient plant with newer more efficient machines. |
- Transport fleet been replaced with Euro 6 standard vehicles. |
Enicor Group Limited (Registered number: 14746622) |
Group Strategic Report |
for the Period 13 April 2023 to 31 May 2024 |
- Old inefficient lighting being replaced by LED lighting solutions |
- Planning to upgrade electrical feed into the main site to enable diesel power machinery to be powered by more efficient electric solutions. |
- Recently attained ISO14001 for our Environmental Management System. |
Investments made during the period |
Capital expenditure of £3.5m was made during the period. Considerable progress has been made in respect of our strategic objective of professionalising the operations of our processing sites at Bourne, Peterborough and Boston and making investments to ensure that we have world class processing facilities. Substantial investment has been made on a Fire Prevention Plan at our Bourne site which has included installation of bays with concrete block segregation and concreting of the yard. Investments have been made in site infrastructure to improve Health and Safety including pedestrian road markings, new cladding around equipment and defibrillator and improved safety signage at each site. |
During the period have attained the following accreditation, none of which were in place prior to acquisition:- |
- ISO 9001 Quality Management |
- ISO 14001 Environmental Management |
- ISO 45001 Occupational Health and Safety |
Directors' duties |
The directors recognise their duty to promote the success of the Company and to act for the benefits of its members as a whole and in doing so have regard to the likely consequences of any decision in the long term. |
Enicor Group Limited (Registered number: 14746622) |
Group Strategic Report |
for the Period 13 April 2023 to 31 May 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The Company recognises that the effective management of risk is essential to achieving its objectives of maximizing performance and meeting its commitments to all stakeholders. |
1. Commodity Price Volatility: Metal prices can be highly volatile due to global demand, supply chain disruptions, and economic conditions. Fluctuations in commodity prices on can impact prices for both ferrous and non ferrous metals. |
2. Regulatory and Compliance Risks: the metal recycling industry is subject to regulations regarding environmental protection, health and safety, waste management, and transportation of hazardous materials. Non-compliance can lead to fines or legal actions |
3. Market Demand Fluctuations: Demand for recycled metals can vary due to changes in industrial production, construction activity, and consumer demand. Economic downturns or shifts in market preferences towards alternative materials can affect the demand for recycled metals. |
4. Operational Risks: These include risks related to the operation of heavy machinery, transportation of materials, and workplace safety. Accidents, equipment failures, or supply chain disruptions can adversely affect operations and incur costs. |
5. Technological Changes: Advances in technology, such as more efficient extraction methods or the development of alternative materials, could affect the competitiveness of the metal recycling industry. Companies must adapt and invest in new technologies to remain competitive. |
6. Supply Chain Risks: Dependency on a consistent supply of scrap metal from various sources exposes the Company to risks such as shortages, quality issues, or disruptions in supply chains due to geopolitical tensions or natural disasters. |
7. Foreign Exchange Risks: The majority of the Group's purchases are in GBP, a significant proportion of sales are denominated in US dollars. The Company manages foreign exchange risk by taking out forward contracts to fix currency exchange rates. |
8. Cybersecurity Risks: With increased digitalisation of operations and data management, metal recycling companies are vulnerable to cyber threats such as data breaches, ransomware attacks, or theft of sensitive information. |
Risk Management policies and objectives |
To mitigate the identified risks, the Group has implemented robust risk management strategies, including regular assessment of risks, compliance with regulations, diversification of supply and customer base, investment in technology and innovation, prudent financial management, and maintaining a strong focus on safety and environmental stewardship. |
Health and Safety |
The Company is committed to providing a safe and healthy work environment for all individuals involved in our operations. Our dedication to Health and Safety is integral to our business practices, and we strive to continuously improve our Health and Safety performance. |
The well-being of our employees, contractors, and visitors is paramount, and we prioritise the identification and mitigation of health and safety risks across all aspects of our business activities. We believe that all incidents and injuries are preventable, and we are committed to achieving a workplace free from accidents and occupational illnesses. The Group recognises that safeguarding the health and safety of employees is integral to the success of its business and aims to create a working environment that assures this. |
Climate Change |
Metal recycling plays a crucial role in reducing the environmental footprint of metal production and consumption, thereby contributing to global efforts to combat climate change and promote sustainability. |
Enicor Group Limited (Registered number: 14746622) |
Group Strategic Report |
for the Period 13 April 2023 to 31 May 2024 |
1. Energy Conservation: Recycling metal requires significantly less energy compared to primary metal production from ore. For example, recycling aluminium saves around 95% of the energy required for primary production and consequently lower CO2 emissions. |
2. Reduction of Greenhouse Gas Emissions: Metal recycling reduces the need for mining and extraction of virgin ores, which is often energy-intensive and contributes to greenhouse gas emissions. Additionally, recycling metals produces fewer emissions compared to primary production processes. |
3. Preservation of Natural Resources: Recycling metal conserves natural resources by extending the lifespan of existing materials reducing the need for new extraction activities, which can cause habitat destruction, soil erosion, and water pollution, all of which contribute to climate change. |
4. Waste Reduction and Landfill Diversion: The metal recycling activities undertaken by the Company helps to divert waste from landfill, where decomposition processes generate methane, a potent greenhouse gas. |
5. Carbon Footprint Reduction: The entire lifecycle of metal products, from extraction to production to disposal, contributes to carbon emissions. By recycling metals, the overall carbon footprint associated with metals is reduced, as less energy is required for recycling compared to primary production. |
6. Promotion of Circular Economy: Metal recycling is a key component of the circular economy, where materials are reused and recycled to minimise waste and resource consumption. By promoting a circular approach to metal use, the Company contributes to a more sustainable and climate-resilient economy. |
To maximise the climate benefits of metal recycling, the Company continues to invest in efficient recycling technologies, promoting recycling awareness and participation, and implementing policies that incentivise recycling and circular economy practices. |
Enicor Group Limited (Registered number: 14746622) |
Group Strategic Report |
for the Period 13 April 2023 to 31 May 2024 |
SECTION 172(1) STATEMENT |
In accordance with Section 172(1) of the Companies Act 2006, the directors of present the following statement on how they have discharged their duty to promote the success of the company since being appointed on 13 April 2023 |
. |
The directors have had regard to the factors set out in Section 172(1)(a) to (f) of the Companies Act 2006, which require them to consider the following: |
(a) the likely consequences of any decision in the long term: The directors have taken a long-term view in making decisions for the benefit of the Group, considering the impact on its sustainability and future prospects. |
(b) the interests of the Group's employees: We recognise the importance of our employees and have prioritised their well-being, development, and engagement throughout the year. We have invested in training and development programs, promoted diversity and inclusion, and maintained fair and supportive working conditions. |
(c) the need to foster the Group's business relationships with suppliers, customers, and others: We have fostered positive relationships with our suppliers, customers, and other stakeholders by adhering to ethical business practices, ensuring transparency and integrity in our dealings, and delivering high-quality products and services. |
(d) the impact of the Group's operations on the community and the environment: We acknowledge our responsibility to minimize our environmental footprint and contribute positively to the communities in which we operate. We have implemented sustainable practices, supported local initiatives, and engaged with stakeholders to address environmental and social challenges. |
(e) the desirability of the Group maintaining a reputation for high standards of business conduct: Upholding high standards of business conduct is fundamental to our corporate culture. We have maintained robust governance, compliance, and risk management frameworks to ensure ethical behaviour and accountability at all levels of the organization. |
(f) the need to act fairly between members of the Group: We have acted fairly and transparently in our dealings with shareholders, ensuring equitable treatment and communication of relevant information. |
In fulfilling our duties under Section 172(1) of the Companies Act 2006, the directors believe that our decisions and actions have been aligned with the long-term success of the company, considering the interests of all relevant stakeholders. |
FINANCIAL POSITION |
At 31 May 2024 the Group had net assets of £4.87m (Company £nil). The Group had net cash resources of £3.8m at 31 May 2024 (Company : £nil). |
STRATEGIC REPORT |
The Company has chosen in accordance with section 414c of the Companies Act 2006 to set out in this Strategic Report information required by Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008, Schedule 7 to be contained in the Directors' Report in respect of Principal Activities, Principal Risks and Uncertainties, Risk Management policies and objectives and employee disclosures. |
ON BEHALF OF THE BOARD: |
Enicor Group Limited (Registered number: 14746622) |
Report of the Directors |
for the Period 13 April 2023 to 31 May 2024 |
The directors present their report with the financial statements of the company and the group for the period 13 April 2023 to 31 May 2024. |
INCORPORATION |
The group was incorporated on 21 March 2023 and commenced trading on 13 April 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the period under review was that of metal recycling and metal trading. |
DIVIDENDS |
No dividends will be distributed for the period ended 31 May 2024. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 13 April 2023 to the date of this report. |
Both the directors, being eligible, offer themselves for election at the forthcoming first Annual General Meeting. |
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; |
- | 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. |
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. |
Enicor Group Limited (Registered number: 14746622) |
Report of the Directors |
for the Period 13 April 2023 to 31 May 2024 |
AUDITORS |
The auditors, Parkins Accountants Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Enicor Group Limited |
Opinion |
We have audited the financial statements of Enicor Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 May 2024 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 and 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 May 2024 and of the group's profit 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. |
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. |
Report of the Independent Auditors to the Members of |
Enicor Group Limited |
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 eight, 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 |
Enicor 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: |
Financial statements, including how fraud may occur by enquiring of management of its own consideration of fraud. |
In particular, we looked at where management made subjective judgements, for example in respect of significant |
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also considered potential financial or other pressures, opportunity and motivations for fraud. As part of this discussion we identified the internal controls established to mitigate risks related to fraud or noncompliance with laws and regulations and how management monitor these processes. Appropriate procedures included the review payments to management / related party transactions and key estimates and judgements made by management. |
We gained an understanding of the legal and regulatory framework in which it operates, drawing on our broad sector |
experience, and considered the risk of acts by the company that were contrary to these laws and regulations, including fraud |
. |
We focused on laws and regulations that could give rise to a material misstatement in the financial statements. |
We made enquiries of management with regards to compliance with the above laws and regulations and corroborated any necessary evidence to relevant information, for example, minutes of the directors meetings, correspondence with regulators, |
We completed a systematic sample of source documentation to the accounting records together with attended stocktakes. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence. |
We did not identify any key audit matters relating to irregularities, including fraud. As in all of our audits, we also |
addressed the risk of management override of internal controls including testing journals and evaluation whether there was evidence of bias by the management that represented a risk of material misstatement due to fraud. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Enicor Group Limited |
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 |
T/A, Parkins, Chartered Accountants and |
Statutory Auditors |
Moor Park House |
Bawtry Rd |
Wickersley |
Rotherham |
South Yorkshire |
S66 2BL |
Enicor Group Limited (Registered number: 14746622) |
Consolidated |
Statement of Comprehensive |
Income |
for the Period 13 April 2023 to 31 May 2024 |
Notes | £ |
TURNOVER | 4 | 93,280,802 |
Cost of sales | 75,603,523 |
GROSS PROFIT | 17,677,279 |
Administrative expenses | 12,476,644 |
OPERATING PROFIT | 7 | 5,200,635 |
Interest payable and similar expenses | 9 | 1,544,225 |
PROFIT BEFORE TAXATION | 3,656,410 |
Tax on profit | 10 | (1,211,512 | ) |
PROFIT FOR THE FINANCIAL PERIOD |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
4,867,922 |
Profit attributable to: |
Owners of the parent | 4,867,922 |
Total comprehensive income attributable to: |
Owners of the parent | 4,867,922 |
Enicor Group Limited (Registered number: 14746622) |
Consolidated Statement of Financial Position |
31 May 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 12 | 23,719,926 |
Tangible assets | 13 | 4,705,133 |
Investments | 14 | - |
28,425,059 |
CURRENT ASSETS |
Stocks | 15 | 2,338,581 |
Debtors | 16 | 8,460,938 |
Cash at bank and in hand | 3,754,584 |
14,554,103 |
CREDITORS |
Amounts falling due within one year | 17 | 10,860,124 |
NET CURRENT ASSETS | 3,693,979 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
32,119,038 |
CREDITORS |
Amounts falling due after more than one year |
18 |
(26,637,891 |
) |
PROVISIONS FOR LIABILITIES | 21 | (612,226 | ) |
NET ASSETS | 4,868,921 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 1,000 |
Retained earnings | 23 | 4,867,921 |
SHAREHOLDERS' FUNDS | 4,868,921 |
The financial statements were approved by the Board of Directors and authorised for issue on 21 January 2025 and were signed on its behalf by: |
W T Bird - Director |
Enicor Group Limited (Registered number: 14746622) |
Company Statement of Financial Position |
31 May 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 12 |
Tangible assets | 13 |
Investments | 14 |
CURRENT ASSETS |
Debtors | 16 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 17 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
18 |
NET LIABILITIES | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Retained earnings | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
Company's loss for the financial year | (3,270 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Enicor Group Limited (Registered number: 14746622) |
Consolidated Statement of Changes in Equity |
for the Period 13 April 2023 to 31 May 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | 1,000 | - | 1,000 |
Total comprehensive income | - | 4,867,922 | 4,867,922 |
Balance at 31 May 2024 | 1,000 | 4,867,922 | 4,868,922 |
Enicor Group Limited (Registered number: 14746622) |
Company Statement of Changes in Equity |
for the Period 13 April 2023 to 31 May 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 May 2024 | ( |
) | ( |
) |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements |
for the Period 13 April 2023 to 31 May 2024 |
1. | STATUTORY INFORMATION |
Enicor Group Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements are prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. |
The accounts have been prepared in GBP and rounded to the nearest pound. |
In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available to qualifying entities: |
Only one reconciliation of the number of shares outstanding at the beginning and end of the period has been |
presented as the reconciliations for the Group and the parent company would be identical; |
No cash flow statement or net debt reconciliation has been presented for the parent company; |
Disclosures in respect of the parent company's income, expense, net gains and net losses on financial instruments measured at amortised cost have not been presented as equivalent disclosures have been provided in respect of the Group as a whole. |
No disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the Group as a whole. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Basis of consolidation |
The consolidated financial statements incorporate the results of business combinations using the purchase |
method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially |
recognised at their fair value at the acquisition date. The results of acquired operations are included in the |
consolidated statement of comprehensive income from the date on which control is obtained. They are no longer consolidated from the date that control ceases. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Goodwill |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Financial instruments |
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and investments in non-puttable ordinary shares. |
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other |
accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. |
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are |
measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction,like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the consolidated statement of comprehensive income. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date. |
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are |
measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an |
enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
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. |
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 |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Trade debtors |
Trade debtors are amounts due from customers for goods sold or service performed in the ordinary course of |
business. |
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade |
debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. |
Trade creditors |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of |
business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve |
months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months |
after the reporting date, they are presented as non-current liabilities. |
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost |
using the effective interest method. |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
Stock valuation |
The determination of the carrying value of stocks held, notably the different classes of materials and the impact on valuation caused by fluctuations in global commodity prices. The factors taken into consideration in reaching a discussion include a review of the market prices for materials held with reference to the agreed contracted prices. The value of processed goods held for resale include an estimate of the value added during the production process. |
Measurement of stock quantities |
Stock quantities require an estimation by management which is made using internal management information and adjusted on the basis of a year end physical inspection and managements historical experience. |
Depreciation |
The determination of the useful economic life if fixed assets held and the estimation of residual values. The |
factors taken into account include the extent to which items of plant and machinery are subject to maintenance programmes and an assessment of the expected remaining lives of the assets based on performance measures. |
Impairment of goodwill and intangible assets |
Impairment tests have been undertaken in respect of goodwill and intangible assets using an assessment of the value in use of the respective Cash Generating Units The assessment requires a number of assumptions and estimates to be made including the allocation of assets to the Cash Generating Units, the expected future cash flows from each Cash Generating Unit and also the selection of the suitable discount rate in order to calculate the present value of those cash flows. |
Fair values assigned to acquired assets and liabilities |
The determination of the fair values attributed to acquired assets and liabilities requires estimates to be made |
about the outcome of future events, including the condition of acquired assets, the ongoing value to the business of intangible assets and the recoverability of other assets. For liabilities, an assessment is required to identify any unrecorded liabilities or disputed amounts to determine whether liabilities should be recognised at the point of acquisition. |
Bad debt provisions |
A number of accounting estimates and judgements are necessary to determine in the impairment provisions |
against trade receivables. |
Corporation tax liabilities |
The Group is required to estimate it tax assets and liabilities. The requires an assessment of the current tax |
liability together with the outcome of any open positions which may be subject to challenge by the tax |
authorities. As assessment of the temporary differences which arise as a result of different accounting and tax treatments is also required as these temporary differences result in deferred tax assets or liabilities. Deferred tax assets are only recognised to the extent that is is more likely than not that the asset will be realised in the future. This requires judgement to be made, including the levels of forecast future taxable income. |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
4. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
£ |
United Kingdom | 53,003,155 |
Europe | 5,389,396 |
Asia | 34,888,251 |
93,280,802 |
5. | EMPLOYEES AND DIRECTORS |
£ |
Wages and salaries | 2,892,672 |
Social security costs | 311,367 |
Other pension costs | 51,364 |
3,255,403 |
The average number of employees during the period was as follows: |
Administration and support | 19 |
Labour | 33 |
The average number of employees by undertakings that were proportionately consolidated during the period was 52 . |
6. | DIRECTORS' EMOLUMENTS |
£ |
Directors' remuneration | 476,761 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 2 |
Information regarding the highest paid director is as follows: |
£ |
Emoluments etc | 238,416 |
Company contributions to a defined contribution pension scheme in regards to the directors totalled £3,082. |
£1,541 related to the highest paid director. |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
7. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
£ |
Hire of plant and machinery | 601,012 |
Other operating leases | 497,836 |
Depreciation - owned assets | 895,677 |
Profit on disposal of fixed assets | (153,833 | ) |
Goodwill amortisation | 1,422,369 |
Development costs amortisation | 11,594 |
Foreign exchange differences | 112,822 |
8. | AUDITORS' REMUNERATION |
£ |
Fees payable to the company's auditors for the audit of the company's financial statements |
25,000 |
Auditors' remuneration for non audit work | 19,250 |
Other non- audit services | 1,886 |
9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Bank interest | 465,337 |
Interest payable | 974,260 |
Hire purchase | 104,628 |
1,544,225 |
10. | TAXATION |
Analysis of the tax credit |
The tax credit on the profit for the period was as follows: |
£ |
Current tax: |
UK corporation tax | (1,437,876 | ) |
Deferred tax | 226,364 |
Tax on profit | (1,211,512 | ) |
UK corporation tax has been charged at 25 % . |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
10. | TAXATION - continued |
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: |
£ |
Profit before tax | 3,656,410 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % | 914,103 |
Effects of: |
Expenses not deductible for tax purposes | (1,422 | ) |
Capital allowances in excess of depreciation | (362,571 | ) |
Adjustments to tax charge in respect of previous periods | (1,551,695 | ) |
Group relief | (331,651 | ) |
Deferred tax | 226,364 |
Amortisation of goodwill | 355,592 |
Profits included in previous years tax returns | (460,232 | ) |
Total tax credit | (1,211,512 | ) |
Factors that may affect future tax charges |
From 1 April 2023, the corporation tax rate increased to 25%. There is no expected change in the corporation tax rate in the future. The deferred tax balance balance at the year end has been calculated based on the rate substantively enacted at that date, |
11. | 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. |
12. | INTANGIBLE FIXED ASSETS |
Group |
Development |
Goodwill | costs | Totals |
£ | £ | £ |
COST |
Additions | 25,844,166 | 19,873 | 25,864,039 |
Impairments | (750,000 | ) | - | (750,000 | ) |
Purchased by group | - | 39,850 | 39,850 |
At 31 May 2024 | 25,094,166 | 59,723 | 25,153,889 |
AMORTISATION |
Amortisation for period | 1,422,369 | 11,594 | 1,433,963 |
At 31 May 2024 | 1,422,369 | 11,594 | 1,433,963 |
NET BOOK VALUE |
At 31 May 2024 | 23,671,797 | 48,129 | 23,719,926 |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
12. | INTANGIBLE FIXED ASSETS - continued |
Group |
The goodwill arose on the acquisition of Peterborough Metal Recycling Limted and KJB Global Holdings Limited. |
The Company does not have any intangible assets, |
13. | TANGIBLE FIXED ASSETS |
Group |
Improvements |
Freehold | to | Plant and |
property | property | machinery |
£ | £ | £ |
COST |
Additions | - | 1,034,104 | 2,250,100 |
Disposals | (487,180 | ) | - | (338,550 | ) |
Purchased by group | 487,180 | 96,717 | 4,791,001 |
At 31 May 2024 | - | 1,130,821 | 6,702,551 |
DEPRECIATION |
Charge for period | - | 119,393 | 727,984 |
Eliminated on disposal | - | - | (285,383 | ) |
Purchased by group | - | - | 2,790,660 |
At 31 May 2024 | - | 119,393 | 3,233,261 |
NET BOOK VALUE |
At 31 May 2024 | - | 1,011,428 | 3,469,290 |
Fixtures |
and | Motor |
fittings | vehicles | Totals |
£ | £ | £ |
COST |
Additions | 26,531 | 166,729 | 3,477,464 |
Disposals | (45,965 | ) | (47,633 | ) | (919,328 | ) |
Purchased by group | 218,741 | 201,370 | 5,795,009 |
At 31 May 2024 | 199,307 | 320,466 | 8,353,145 |
DEPRECIATION |
Charge for period | 15,169 | 33,131 | 895,677 |
Eliminated on disposal | (12,508 | ) | (29,942 | ) | (327,833 | ) |
Purchased by group | 128,500 | 161,008 | 3,080,168 |
At 31 May 2024 | 131,161 | 164,197 | 3,648,012 |
NET BOOK VALUE |
At 31 May 2024 | 68,146 | 156,269 | 4,705,133 |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
13. | TANGIBLE FIXED ASSETS - continued |
Group |
The Company has no tangible fixed assets. |
The net book value of assets held under finance leases or hire purchase contracts, included above, is £2,692,748. |
14. | FIXED ASSET INVESTMENTS |
Company |
Other |
investments |
£ |
COST |
Additions |
At 31 May 2024 |
NET BOOK VALUE |
At 31 May 2024 |
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: 3 Hazel Court, Midland Way, Barlborough, Chesterfield, S43 4FD |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 3 Hazel Court, Midland Way, Barlborough, Chesterfield, S43 4FD |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 3 Hazel Court, Midland Way, Barlborough, Chesterfield, S43 4FD |
Nature of business: |
% |
Class of shares: | holding |
Enicor Limited and Enicor Holdings Limited are direct subsidiaries of the Company. |
On 13 April 2023, Enicor Group Limited acquired the group headed by KJB Global Holdings Limited and Peterborough Metal Recycling Limited.. |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
15. | STOCKS |
Group |
£ |
Stocks | 2,338,581 |
16. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade debtors | 2,988,980 |
Amounts owed by group undertakings | 494,570 |
Other debtors | 65,323 |
Tax | 2,002,813 |
VAT | 2,687,843 |
Prepayments | 221,409 |
8,460,938 |
17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Hire purchase contracts (see note 20) | 676,931 |
Trade creditors | 7,065,908 |
Tax | 113,819 |
Social security and other taxes | 81,133 |
Other creditors | 76,476 |
Accrued expenses | 2,845,857 |
10,860,124 |
18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
£ | £ |
Other loans (see note 19) | 9,250,000 |
Hire purchase contracts (see note 20) | 1,638,275 |
Amounts owed to group undertakings | 15,749,616 | 57,026,183 |
26,637,891 |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
19. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
£ |
Amounts falling due between two and five | years: |
Other loans - 2-5 years | 9,250,000 |
During the year, £10,000,000 of loan notes were issued to Hoppi Dorri Ltd. At November 2023, it was agreed to reduce the loan by £750,000. The loan is due to be repaid in 2028. At the period end, the amount outstanding was £9,250,000. |
20. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire |
purchase |
contracts |
£ |
Net obligations repayable: |
Within one year | 676,931 |
Between one and five years | 1,638,275 |
2,315,206 |
Group |
Non- | cancellable | operating leases |
£ |
Within one year | 380,000 |
Between one and five years | 1,089,458 |
1,469,458 |
21. | PROVISIONS FOR LIABILITIES |
Group |
£ |
Deferred tax | 612,226 |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
21. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred |
tax |
£ |
Charge to Statement of Comprehensive Income during period | 226,364 |
Purchased from group | 385,862 |
Balance at 31 May 2024 | 612,226 |
22. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary | 1 | 1,000 |
23. | RESERVES |
Group |
Retained |
earnings |
£ |
At 13 April 2023 | (1 | ) |
Profit for the period | 4,867,922 |
At 31 May 2024 | 4,867,921 |
24. | PENSION COMMITMENTS |
The Group operates two separate defined contributions pension schemes. The assets of each scheme are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the fund and amounted to £51,364. There were no contributions outstanding at 31 May 2024. |
25. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
C. Riddle |
Connected as former director and shareholder of Enicor Limited. |
Fees of £74,562 were paid to C. Riddle during the period for consultancy services, The amount outstanding at 31 May 2024 was £14,000. |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
25. | RELATED PARTY DISCLOSURES - continued |
Hoppi Dorri Limited |
Connected as under control of former shareholder and director C Riddle. |
Rent and rates £440,956 during the year. Amount outstanding at 31 May 2024 was £nil. |
Interest and payments on loan note. £10,000,000 was lent to Enicor Group Limited. In September 2023 it was agreed that the loan would be reduced by £750,000. |
Amount paid in year £835,890, amounts accrued at 31 May 2024 was £139,130. |
Optimise by Recruitment Limited |
Connected as under control of current director and shareholder JE Bowers. |
Recruitment services provided by Optimise by Recruitment Limited amounting to £53,828 in the period. Agency staff recruitment services provided by Optimise by Recruitment Limited amounting to £2,587 in the period. The amount outstanding at 31 May 2024 was £3,105. |
Sorento Investment Holdings Limited |
Connected as under control of current director and shareholder JE Bowers. |
A property was disposed in the period to Sorento Investment Holdings Limited for total consideration of £500,000. |
Rent payments of £28,323 were paid in the year to Sorrento Investment Holdings Limited. |
26. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is Harwood Private Capital GP LLP. |
The smallest and largest group in which the results are consolidated is that headed by Pittsburgh Topco Limited, a company incorporated in England and Wales and registered at 3 Hazel Court, Midland Way, Barlborough S43 4FD. |
The consolidated accounts of the company are available to the public and may be obtained from Companies House, Crown Way, Cardiff CF14 3UZ. |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
27. | BUSINESS COMBINATION |
Acquisition of KJB Global Holdings Limited |
On 13 April 2023, a subsidiary of Pittsburgh Topco Limited acquired 100% of the equity shares of KJB Global Holdings Limited which was subsequently re-named Enicor Trading Limited. The consideration, including transaction costs was £5,399,964 satisfied through a mixture of cash, the issue of new ordinary shares, loan notes and other loans. |
Recognised amounts of identifiable assets acquired and liabilities assumed |
KJB Global Holdings Limited 13 April 2023 |
Fair value adjustments |
Total |
£ | £ | £ |
Fixed assets |
Tangible | 2,351,025 | - | 2,351,025 |
2,351,025 | - | 2,351,025 |
Current assets |
Stocks | 647,357 | - | 647,357 |
Debtors | 1,202,046 | - | 1,202,046 |
Deferred tax | (403,039 | ) | - | (403,039 | ) |
Tax | (11,717 | ) | - | (11,717 | ) |
Cash at bank and in hand | 189,547 | - | 189,547 |
1,624,193 | - | 1,624,193 |
Total assets | 3,975,218 | - | 3,975,218 |
Creditors |
Due within one year | (3,504,311 | ) | - | (3,504,311 | ) |
Total identifiable net assets | 470,907 | - | 470,907 |
Goodwill | 4,929,057 |
Total purchase consideration | 5,399,964 |
Consideration |
Preference shares issued | 4,999,616 |
Directly attributable costs | 230,348 |
Property | 170,000 |
Total purchase consideration | 5,399,964 |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
Cash outflow on acquisition |
Directly attributable costs | 230,348 |
230,348 |
Less: Cash and cash equivalents acquired | (189,547 | ) |
40,801 |
The fair value of assets acquired was considered to be the same as the value of the total identifiable assets acquired. |
The post acquisition trading results and cash flows of KJB Global Holdings Limited are presented in the statement of comprehensive income and statement of consolidated cashflows. |
Acquisition of Peterborough Metal Recycling Limited |
On 13 April 2023, a subsidiary of Pittsburgh Topco Limited acquired 100% of the equity shares of |
Peterborough Metal Recycling Limited which was subsequently re-named Enicor Limited. The consideration, including transaction costs was £51,012,059 satisfied through a mixture of cash, loan write offs, the issue of new ordinary shares, loan notes and other loans. |
Recognised amounts of identifiable assets acquired and liabilities assumed |
Peterborough Metal Recycling Limited 13 April 2023 |
Fair value adjustments |
Total |
£ | £ | £ |
Fixed assets |
Tangible | 412,684 | - | 412,684 |
412,684 | - | 412,684 |
Current assets |
Stocks | 1,663,017 | (327,922 | ) | 1,335,095 |
Debtors | 31,759,030 | (110,698 | ) | 31,648,332 |
Deferred tax | 17,178 | - | 17,178 |
Tax | 501,079 | - | 501,079 |
Cash at bank and in hand | 3,606,683 | - | 3,606,683 |
37,546,987 | (438,620 | ) | 37,108,367 |
Total assets | 37,959,671 | (438,620 | ) | 37,521,051 |
Creditors |
Due within one year | (4,797,743 | ) | (1,876,358 | ) | (6,674,101 | ) |
Total identifiable net assets | 33,161,928 | (2,314,978 | ) | 30,846,950 |
Goodwill | 20,915,109 |
Total purchase consideration | 51,762,059 |
Enicor Group Limited (Registered number: 14746622) |
Notes to the Consolidated Financial Statements - continued |
for the Period 13 April 2023 to 31 May 2024 |
Consideration |
Cash | 28,699,297 |
Loan notes issued | 10,000,000 |
Directly attributable costs | 2,069,988 |
Connected party loan written off | 6,687,435 |
Fixed assets | 117,338 |
Directors loan account | 2,258,001 |
Property | 1,930,000 |
Total purchase consideration | 51,762,059 |
Cash outflow on acquisition |
Purchase consideration settled in cash, as above | 28,699,297 |
Directly attributable costs | 2,069,988 |
30,769,285 |
Less: Cash and cash equivalents acquired | (3,606,683 | ) |
27,162,602 |
. |
The fair value adjustments relate to correction of the carrying value of stocks held to the lower of cost and net realisable value in accordance with generally accepted accounting principles rather than selling price. Further adjustments were made to correctly accrue for goods received not invoiced as these were not accounted for correctly previously and to write down the carrying value of trade debtors to recoverable amounts. |
The post acquisition trading results and cash flows of Peterborough Metal Recycling Limited are presented in the statement of comprehensive income and statement of consolidated cashflows. |
28. | EXEMPTION FROM AUDIT BY PARENT GUARANTEE |
Enicor Group Limited, (registered no 14746622) has provided a guarantee to Enicor Trading Limited (registered no 10207016) and Enicor Holdings Limited (registered no 10973117) for an exemption from the Act relating to the audit of individual accounts under section 479A of Companies House for the year ended 31 May 2024. |