Company registration number 07414580 (England and Wales)
GLOBAL MERGERS & ACQUISITIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
GLOBAL MERGERS & ACQUISITIONS LIMITED
COMPANY INFORMATION
Directors
Mr J Albertini
Mr M Van Dongen
Company number
07414580
Registered office
3 Williamsport Way
New Lion Barn Industrial Estate
Needham Market
Ipswich
IP6 8RW
Auditor
Ensors Accountants LLP
Connexions
159 Princes Street
Ipswich
IP1 1QJ
GLOBAL MERGERS & ACQUISITIONS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9 - 10
Group statement of financial position
11 - 12
Company statement of financial position
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Company statement of cash flows
17
Notes to the financial statements
18 - 41
GLOBAL MERGERS & ACQUISITIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

Turnover in 2023 of £17.8m was 1.5% lower than the previous year. However, Gross Profit did increase 20% compared to the prior year as efficiencies were made in cost of goods sold. The business operates companies in the US, Europe and the UK supplying window furnishings to customers in local markets. The Group continues to focus on increasing manufacturing output, expanding the product portfolio and improving efficiencies throughout the business.

Principal risks and uncertainties

Management continually monitors the key risks facing the Group together with assessing the controls used for managing these risks. The board of directors formally reviews and documents the principal risks facing the business at least annually. The principal risks and uncertainties facing the Group are as follows:

Global Inflation and increases in interest rates – The Group acknowledge the risk posed by inflation and increases in interest rates on its customers’ appetite to purchase new window blinds and also suppliers’ ability to maintain prices.

Development and performance

As reported in the profit and loss account, Turnover decreased 1.5% to £17.8M in the current period. The gross margin did however increase from 25.7% to 31.4% as a result of higher margin sales in the UK subsidiary. The pre-tax result shows a profit of £252k against last year's loss of £1,354k.

 

 

 

 

 

 

 

 

 

 

 

GLOBAL MERGERS & ACQUISITIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators

Management use a range of performance measures to monitor and manage the business. The performance measures are split into financial and non-financial key performance indicators as set out below: Turnover: The Group is looking to continually grow its revenue year on year Gross Margin: The Group closely monitors the gross margin % as an indicator to ensure cost are controlled on its key products Stock Turnover: The Group will monitor its stock turn to ensure stock on hand is always at the correct level.

On behalf of the board

Mr J Albertini
Mr M Van Dongen
Director
Director
31 January 2025
31 January 2025
GLOBAL MERGERS & ACQUISITIONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activities of the group continued to be those of the manufacture, installation and distribution of

window blinds & window blind components.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr J Albertini
Mr M Van Dongen
Results and dividends

The results for the year are set out on pages 9 to 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Financial instruments
Treasury operations and financial instruments

The Group operates a centralised treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the Group’s activities. The Group’s principal financial instruments include invoice and stock financing, the main purpose of which is to raise finance for the Group’s operations. In addition, the Group has various other financial assets and liabilities such as trade receivables and trade payables arising directly from its operations.

Future developments

The Directors continue to make improvements to the financial reporting process so the annual audit can become more efficient. The Group has engaged professionals in the countries of operation to complete this process. In addition, measures to increase Turnover within the group have been made which also introduce new higher margin products with a view to improved financial performance for 2024.

Auditor

The auditor, Ensors Accountants LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr J Albertini
Mr M Van Dongen
Director
Director
31 January 2025
GLOBAL MERGERS & ACQUISITIONS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GLOBAL MERGERS & ACQUISITIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GLOBAL MERGERS & ACQUISITIONS LIMITED
- 5 -

Qualified of opinion on financial statements

We have audited the financial statements of Global Mergers & Acquisitions Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

Basis for qualified opinion

The audit opinion on the consolidated financial statements for the year ended 31 December 2022 was disclaimed because insufficient evidence was available in respect of several material subsidiaries. We were unable to satisfy ourselves by alternative means concerning the comparative financial information and opening balances of these subsidiaries as at 1 January 2023 by using other audit procedures. In addition, we have been unable to obtain sufficient, appropriate audit evidence in respect of sales transactions at one material subsidiary, which totalled £603,591 in the year ended 31 December 2023. Consequently we were unable to determine whether any adjustment to opening balances or comparative financial information was necessary, or whether there was any consequential effect on the consolidated profit and loss account for the year ended 31 December 2023. In addition, were any adjustment to the profit and loss account required, the strategic report would also need to be amended.

 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified 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 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.

GLOBAL MERGERS & ACQUISITIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLOBAL MERGERS & ACQUISITIONS LIMITED
- 6 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the accuracy of the current and comparative profit and loss account. We have concluded that where the other information refers to turnover or profit/loss of the group, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Qualified opinion on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

 

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

Arising solely from the limitation of scope of our work relating to opening balances and the transactions of one material subsidiary, referred to above:

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

GLOBAL MERGERS & ACQUISITIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLOBAL MERGERS & ACQUISITIONS LIMITED
- 7 -
Auditor's responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

 

However, because of the matters described in the basis for disclaimer of opinion section of our report we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

 

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

 

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. Through discussion with management, and from our own knowledge of and experience of the sector in which the company operates, we identified the following areas where we consider there is a higher risk of fraud: transactions and balances with related parties, revenue recognition, and management override of systems and control.

We performed audit procedures to address the risks noted above, which included the following:

 

 

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 we would become aware of non-compliance.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

 

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

GLOBAL MERGERS & ACQUISITIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLOBAL MERGERS & ACQUISITIONS LIMITED
- 8 -

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Barry Gostling (Senior Statutory Auditor)
For and on behalf of Ensors Accountants LLP
4 February 2025
Chartered Accountants
Statutory Auditor
Connexions
159 Princes Street
Ipswich
IP1 1QJ
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2023
operations
operations
2022
as restated
Notes
£
£
£
£
£
£
Turnover
3
17,497,562
269,462
17,767,024
17,593,543
439,829
18,033,372
Cost of sales
(11,997,716)
(194,338)
(12,192,054)
(13,117,063)
(272,925)
(13,389,988)
Gross profit
5,499,846
75,124
5,574,970
4,476,480
166,904
4,643,384
Distribution costs
(539,343)
-
(539,343)
(768,663)
-
(768,663)
Administrative expenses
(4,933,365)
(86,133)
(5,019,498)
(4,035,751)
(91,139)
(4,126,890)
Exceptional items
4
-
-
-
(692,148)
-
(692,148)
Operating profit/(loss)
5
27,138
(11,009)
16,129
(1,020,082)
75,765
(944,317)
Share of results of associates and joint ventures
(27,495)
-
(27,495)
(72,848)
-
(72,848)
Interest receivable and similar income
8
17,185
-
17,185
22,855
-
22,855
Interest payable and similar expenses
9
(384,823)
-
(384,823)
(359,775)
-
(359,775)
Fair value gains on freehold properties
582,128
-
582,128
-
-
-
Profit/(loss) on disposal of operations
27
-
48,432
48,432
-
-
-
Profit/(loss) before taxation
214,133
37,423
251,556
(1,429,850)
75,765
(1,354,085)
Tax on profit/(loss)
10
(295,787)
-
(295,787)
(46,068)
-
(46,068)
Loss for the financial year
(81,654)
37,423
(44,231)
(1,475,918)
75,765
(1,400,153)
Other comprehensive income
Currency translation differences
(104,273)
(49,241)
Total comprehensive income for the year
(148,504)
(1,449,394)
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2023
operations
operations
2022
as restated
Notes
£
£
£
£
£
£
- 10 -
Loss for the financial year is attributable to:
- Owners of the parent company
(181,795)
(1,439,149)
- Non-controlling interests
137,564
38,996
(44,231)
(1,400,153)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(330,666)
(1,488,390)
- Non-controlling interests
182,162
38,996
(148,504)
(1,449,394)
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
13
128,214
170,952
Other intangible assets
13
75,302
130,977
Total intangible assets
203,516
301,929
Tangible assets
14
5,468,514
5,141,803
Investments
15
58,429
85,924
5,730,459
5,529,656
Current assets
Stocks
18
2,250,963
2,952,004
Debtors
19
2,877,666
3,128,181
Cash at bank and in hand
381,344
277,387
5,509,973
6,357,572
Creditors: amounts falling due within one year
20
(6,095,512)
(9,831,112)
Net current liabilities
(585,539)
(3,473,540)
Total assets less current liabilities
5,144,920
2,056,116
Creditors: amounts falling due after more than one year
21
(2,840,447)
(501,982)
Provisions for liabilities
Deferred tax liability
26
310,965
152,523
(310,965)
(152,523)
Net assets
1,993,508
1,401,611
Capital and reserves
Called up share capital
25
740,521
120
Profit and loss reserves
978,065
1,308,731
Equity attributable to owners of the parent company
1,718,586
1,308,851
Non-controlling interests
274,922
92,760
1,993,508
1,401,611
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 31 January 2025 and are signed on its behalf by:
31 January 2025
Mr J Albertini
Mr M Van Dongen
Director
Director
Company registration number 07414580 (England and Wales)
GLOBAL MERGERS & ACQUISITIONS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Investments
15
641,001
1,054,170
Current assets
Debtors
19
-
0
437,344
Creditors: amounts falling due within one year
20
(432,832)
(1,071,245)
Net current liabilities
(432,832)
(633,901)
Net assets
208,169
420,269
Capital and reserves
Called up share capital
25
740,521
120
Profit and loss reserves
(532,352)
420,149
Total equity
208,169
420,269

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £952,502 (2022 - £113,631 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 31 January 2025 and are signed on its behalf by:
31 January 2025
Mr J Albertini
Mr M Van Dongen
Director
Director
Company registration number 07414580 (England and Wales)
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
120
2,797,121
2,797,241
53,764
2,851,005
Year ended 31 December 2022:
Loss for the year
-
(1,439,149)
(1,439,149)
38,996
(1,400,153)
Other comprehensive income:
Currency translation differences
-
(49,241)
(49,241)
-
(49,241)
Total comprehensive income
-
(1,488,390)
(1,488,390)
38,996
(1,449,394)
Balance at 31 December 2022
120
1,308,731
1,308,851
92,760
1,401,611
Year ended 31 December 2023:
Loss for the year
-
(181,795)
(181,795)
137,564
(44,231)
Other comprehensive income:
Currency translation differences
-
(104,273)
(104,273)
-
(104,273)
Amounts attributable to non-controlling interests
-
(44,598)
(44,598)
44,598
-
Total comprehensive income
-
(330,666)
(330,666)
182,162
(148,504)
Issue of share capital
25
740,401
-
740,401
-
740,401
Balance at 31 December 2023
740,521
978,065
1,718,586
274,922
1,993,508
GLOBAL MERGERS & ACQUISITIONS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
120
533,780
533,900
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(113,631)
(113,631)
Balance at 31 December 2022
120
420,149
420,269
Year ended 31 December 2023:
Profit and total comprehensive income
-
(952,501)
(952,501)
Issue of share capital
25
740,401
-
740,401
Balance at 31 December 2023
740,521
(532,352)
208,169
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
2023
2022
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
166,069
1,040,972
Interest paid
(384,823)
(359,775)
Income taxes paid
(141,756)
(185,497)
Net cash (outflow)/inflow from operating activities
(360,510)
495,700
Investing activities
Proceeds from disposal of business
136,660
-
Purchase of intangible assets
(72,717)
(1,987)
Purchase of tangible fixed assets
(184,793)
(149,052)
Proceeds from disposal of tangible fixed assets
194,539
14,777
Interest received
17,185
22,855
Net cash generated from/(used in) investing activities
90,874
(113,407)
Financing activities
Proceeds from issue of shares
740,401
-
Proceeds from borrowings
89,326
-
Repayment of borrowings
(209,994)
(172,497)
Proceeds from new bank loans
203,615
-
Repayment of bank loans
(116,850)
(645,943)
Payment of finance leases obligations
(84,780)
-
Net cash generated from/(used in) financing activities
621,718
(818,440)
Net increase/(decrease) in cash and cash equivalents
352,082
(436,147)
Cash and cash equivalents at beginning of year
277,387
766,169
Effect of foreign exchange rates
(248,125)
(52,635)
Cash and cash equivalents at end of year
381,344
277,387
GLOBAL MERGERS & ACQUISITIONS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
33
(620,932)
457,473
Interest paid
(119,469)
(44,304)
Net cash (outflow)/inflow from operating activities
(740,401)
413,169
Investing activities
Purchase of subsidiaries
-
0
(413,169)
Net cash used in investing activities
-
(413,169)
Financing activities
Proceeds from issue of shares
740,401
-
Net cash generated from/(used in) financing activities
740,401
-
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
1
Accounting policies
Company information

Global Mergers & Acquisitions Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3 Williamsport Way, New Lion Barn Industrial Estate, Needham Market, Ipswich, IP6 8RW.

 

The group consists of Global Mergers & Acquisitions Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties at fair value. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated financial statements incorporate those of Global Mergers & Acquisitions Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

 

Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.3
Going concern

At the time of approving the financial statements, the Directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

The turnover shown in the profit and loss account represents amounts invoiced during the year and is recognised at the invoice date.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Brand names
5 years straight line
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings Freehold
2% straight line
Plant and machinery
25% reducing balance
Fixtures, fittings & equipment
25% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company. The annual contributions payable are charged to the profit or loss.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -
1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.19

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

2
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.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 25 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provisioning

The group sells window covering solutions which is subject to changing consumer demands and fashions. As a result it is necessary to consider the recoverability of the cost of the stock and the associated provisioning required. When calculating the provision, management considers the nature and age of the stock as well as applying assumptions around anticipated saleability of stock.

Impairment of debtors

The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the aging profile of debtors, whether covered by insurance and historical experience.

Stock transport and duty costs

Stock includes transport and duty costs incurred to bring goods to their current location. This is estimated based stock purchase transactions in the accounting period.

Valuation of freehold land and buildings

Freehold land and buildings are recognised at fair value based on the advice from independent valuers. The fair value of freehold land and buildings is calculated by reference to market value based on recent similar property transactions.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2023
2022
£
£
Turnover analysed by class of business
Window covering solutions
17,767,024
18,033,372
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
11,103,209
11,546,930
Rest of World
6,663,815
6,486,442
17,767,024
18,033,372
2023
2022
£
£
Other revenue
Interest income
17,185
22,855
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
4
Exceptional item
2023
2022
£
£
Expenditure
Provisions against related company debtors
-
692,148
5
Operating profit/(loss)
2023
2022
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange losses
66,374
85,586
Depreciation of owned tangible fixed assets
215,737
275,164
Depreciation of tangible fixed assets held under finance leases
34,934
46,579
Profit on disposal of tangible fixed assets
(5,000)
(2,550)
Amortisation of intangible assets
98,413
98,019
Impairment of intangible assets
72,717
-
0
Reversal of past impairment of intangible assets
-
0
(5,369)
Operating lease charges
134,144
229,404
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
14,100
6,250
Audit of the financial statements of the company's subsidiaries
17,600
16,450
31,700
22,700
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Production staff
142
159
-
-
Administration staff
22
19
2
2
Total
164
178
2
2
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Employees
(Continued)
- 27 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
5,284,899
4,836,721
-
0
-
0
Social security costs
277,303
334,454
-
-
Pension costs
48,707
82,265
-
0
-
0
5,610,909
5,253,440
-
0
-
0
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
17,185
22,855
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
111,479
179,720
Interest on invoice finance arrangements
136,546
52,821
Interest payable to group undertakings
119,469
46,765
Other interest on financial liabilities
-
60,824
367,494
340,130
Other finance costs:
Interest on finance leases and hire purchase contracts
17,329
19,480
Other interest
-
165
Total finance costs
384,823
359,775
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(19,041)
Foreign current tax on profits for the current period
156,565
185,497
Total current tax
156,565
166,456
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
2023
2022
£
£
(Continued)
- 28 -
Deferred tax
Origination and reversal of timing differences
139,222
(120,388)
Total tax charge
295,787
46,068

Of the charge to current tax in relation to discontinued operations, £0 relates to tax on profits and £0 arose on disposal.

On 1 April 2023, the main rate of UK Corporation Tax increased from 19% to 25%.

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit/(loss) before taxation
251,556
(1,354,085)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
59,116
(257,276)
Tax effect of expenses that are not deductible in determining taxable profit
13,900
152,833
Unutilised tax losses carried forward
208,522
205,587
Adjustments in respect of prior years
11,286
(19,041)
Effect of change in corporation tax rate
2,963
(36,035)
Taxation charge
295,787
46,068
11
Discontinued operations
Zon-Comfort BV

On 1 August 2023 the group sold Zon-Comfort BV, a 100% subsidiary of Novo Europe BV.

 

A profit of £48,432 arose on the disposal, being the proceeds of the sale, less the cost of the investment.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Goodwill
13
72,717
-
Recognised in:
Administrative expenses
72,717
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

Reversals of previous impairment losses have been recognised in profit or loss as follows:

2023
2022
Notes
£
£
In respect of:
Intangible assets
13
-
5,369
Recognised in:
Administrative expenses
-
5,369
13
Intangible fixed assets
Group
Goodwill
Brand names
Total
£
£
£
Cost
At 1 January 2023
341,575
278,393
619,968
Additions
72,717
-
0
72,717
Disposals
(87,839)
-
0
(87,839)
At 31 December 2023
326,453
278,393
604,846
Amortisation and impairment
At 1 January 2023
170,623
147,416
318,039
Amortisation charged for the year
42,738
55,675
98,413
Impairment losses
72,717
-
0
72,717
Disposals
(87,839)
-
0
(87,839)
At 31 December 2023
198,239
203,091
401,330
Carrying amount
At 31 December 2023
128,214
75,302
203,516
At 31 December 2022
170,952
130,977
301,929
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Intangible fixed assets
(Continued)
- 30 -
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.

During 2023, the group disposed of one of its subsidiaries, Zon-Comfort BV. The goodwill in respect of this subsidiary has been disposed above.

 

The remaining carrying value of goodwill relates to two subsidiaries purchased in December 2021: Hampton Textile Printing Inc and Style Realty Holdings LLC. The goodwill in respect of these acquisitions is being amortised over a period of 5 years.

 

The carrying amount of brand name intangible assets disclosed above relates to a brand name. The amortisation period remaining in respect of this intangible asset is 1.33 years.

14
Tangible fixed assets
Group
Land and buildings Freehold
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
Cost or valuation
At 1 January 2023
3,979,816
2,433,773
344,200
43,162
6,800,951
Additions
-
0
160,896
22,480
1,417
184,793
Disposals
(102,348)
(145,903)
(5,068)
(22,597)
(275,916)
Revaluation
500,336
-
0
-
0
-
0
500,336
At 31 December 2023
4,377,804
2,448,766
361,612
21,982
7,210,164
Depreciation and impairment
At 1 January 2023
59,363
1,297,690
282,020
20,075
1,659,148
Depreciation charged in the year
41,377
194,006
13,719
1,569
250,671
Eliminated in respect of disposals
(18,948)
(58,954)
(2,691)
(5,784)
(86,377)
Revaluation
(81,792)
-
0
-
0
-
0
(81,792)
At 31 December 2023
-
0
1,432,742
293,048
15,860
1,741,650
Carrying amount
At 31 December 2023
4,377,804
1,016,024
68,564
6,122
5,468,514
At 31 December 2022
3,920,453
1,136,083
62,180
23,087
5,141,803
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Tangible fixed assets
(Continued)
- 31 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and machinery
181,024
133,463
-
0
-
0
Motor vehicles
4,706
6,274
-
0
-
0
185,730
139,737
-
-

Freehold land and buildings with a carrying amount of £4,377,804 (2022 - £4,003,853) have been pledged to secure borrowings of the group. The group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

Land and buildings with a carrying amount of £4,377,804 were revalued by independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.

Land and buildings are carried at valuation. If land and buildings were measured using the cost model, the carrying amounts for the group would have been approximately £2,777,859 (2022 - £2,836,932), being cost £3,175,028 (2022 - £3,175,028) and depreciation £397,169 (2022 - £338,096).

15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
17
-
0
-
0
641,001
1,054,170
Investments in associates
16
57,096
57,096
-
0
-
0
Investments in joint ventures
1,333
28,828
-
0
-
0
58,429
85,924
641,001
1,054,170
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Fixed asset investments
(Continued)
- 32 -
Movements in fixed asset investments
Group
Shares in associates and joint ventures
£
Cost or valuation
At 1 January 2023
85,924
Share of joint venture losses
(27,495)
At 31 December 2023
58,429
Carrying amount
At 31 December 2023
58,429
At 31 December 2022
85,924
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
1,054,170
Impairment
At 1 January 2023
-
Impairment losses
413,169
At 31 December 2023
413,169
Carrying amount
At 31 December 2023
641,001
At 31 December 2022
1,054,170
16
Associates

Details of associates at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Gastropass SL
Spain
Ordinary shares
20
Lienesch Limited
England & Wales
Ordinary shares
49

Investments in associates are recognised at cost less impairment.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
17
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Country of
Nature of business
Class of
% Held
incorporation
shares held
Direct
Indirect
Global Blinds & Shutters Limited
England and Wales
Holding company
Ordinary
100.00
-
Global International Trading Limited
England and Wales
Manufacture, installation and distribution of window blinds & window blind components.
Ordinary
100.00
-
Screen Vogue SL
Spain
Manufacture, installation and distribution of window blinds & window blind components.
Ordinary
-
60.00
Novo Europe BV
Netherlands
Manufacture, installation and distribution of window blinds & window blind components.
Ordinary
-
100.00
Hampton Textile Printing Inc
USA
Manufacture and distribution of window blinds & window blind components
Ordinary
-
85.00
Style Realty Holdings LLC
USA
Property holding company
Ordinary
-
85.00
Style America LLC
USA
Holding company
Ordinary
-
100.00
Style Romania GB Srl
Romania
Manufacture of window blinds & window blind components.
Ordinary
-
100.00
GBS Style Ro Srl
Romania
Holding company
Ordinary
-
100.00

The Registered office of Global Blinds & Shutters Limited and Global International Trading Limited is 3 Williamsport Way, New Lion Barn Industrial Estate, Needham Market, IP6 8RW.

 

The Registered office of Screen Vogue SL is Calle Teodora Lamadrid 52-60, Local 1F, 08022, Barcelona, Spain.

 

The Registered office of Novo Europe BV is Energiestraat 5, 2671 DE Naalwijk, The Netherlands.

 

The Registered office of Hampton Textile Printing Inc and Style Realty Holdings LLC is 2230 Eddie Williams Road, Johnson City, TN 37601, USA.

 

The Registered office of GBS Style Ro Srl and Style Romania GB Srl is Bucureşti Sectorul 3, Bulevardul UNIRII, Nr. 61, Bloc F3, Scara 4, Etaj 2, Ap. 208

18
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
2,250,963
2,952,004
-
0
-
0
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
19
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,460,189
1,768,533
-
0
-
0
Corporation tax recoverable
8,061
8,061
-
0
-
0
Amounts owed by group undertakings
-
-
-
437,344
Other debtors
1,375,050
1,335,825
-
0
-
0
Prepayments and accrued income
23,708
15,762
-
0
-
0
2,867,008
3,128,181
-
437,344
Amounts falling due after more than one year:
Deferred tax asset (note 26)
10,658
-
0
-
0
-
0
Total debtors
2,877,666
3,128,181
-
437,344
20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
22
38,620
34,257
-
0
-
0
Obligations under finance leases
23
70,786
81,270
-
0
-
0
Other borrowings
22
191,365
2,760,195
-
0
-
0
Trade creditors
1,996,407
2,220,843
-
0
-
0
Amounts owed to group undertakings
-
0
299,970
15,271
-
0
Corporation tax payable
6,247
-
0
-
0
-
0
Other taxation and social security
730,901
360,636
-
-
Other creditors
3,061,186
4,073,941
417,561
1,071,245
6,095,512
9,831,112
432,832
1,071,245

Included within Other Creditors are borrowings in respect of an invoice financing and stock drawdown facility. These totalled £1,499,098 at 31 December 2023 (2022: £2,017,768).

 

These borrowings are secured by a fixed and floating charge over the present and future assets of the Group.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
317,751
235,349
-
0
-
0
Obligations under finance leases
23
74,534
148,830
-
0
-
0
Other borrowings
22
2,448,162
-
0
-
0
-
0
Other creditors
-
0
117,803
-
0
-
0
2,840,447
501,982
-
-

Bank loans and overdrafts are secured by a fixed and floating charge over the assets of the group.

 

Obligations under finance leases are secured on the fixed assets to which they relate.

Amounts included above which fall due after five years are as follows:
Payable by instalments
20,526
73,238
-
-
22
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
356,371
269,606
-
0
-
0
Loans from related parties
954,765
1,164,759
-
0
-
0
Other loans
1,684,762
1,595,436
-
0
-
0
2,995,898
3,029,801
-
-
Payable within one year
229,985
2,794,452
-
0
-
0
Payable after one year
2,765,913
235,349
-
0
-
0

The loans are secured by a legal charge over the freehold property of the Group.

The Group obtained a bank loans totalling £950,000 during 2017 which are repayable in instalments over 12 years. The loan attracts interest at 2% over the base rate, which is 5.25% at the year end.

 

A further bank loan commencing in December 2021 is repayable at 7.5% per annum. The remaining balance on this loan is £1,660,939 at 31 December 2023. The loan is repayable in monthly instalments until January 2032.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 36 -
23
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
70,786
81,270
-
0
-
0
In two to five years
74,534
148,830
-
0
-
0
145,320
230,100
-
-

Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is three years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

24
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
48,707
82,265

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

25
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
120
120
120
120
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference A shares of USD 1 each
240,000
-
194,049
-
Preference B shares of EUR 1 each
620,000
-
546,352
-
860,000
-
740,401
-
Preference shares classified as equity
740,401
-
Total equity share capital
740,521
120
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
25
Share capital
(Continued)
- 37 -

The company has one class of ordinary shares.

 

The company also has in issue 240,000 irredeemable preference A shares of USD 1 each. Preference A shares do not carry voting rights. Participation in a distribution of capital or dividend issue ranks behind payment to holders of the preference B shares and in priority to ordinary shares.

 

In addition, the company has in issue 620,000 irredeemable preference B shares of EUR 1 each. Preference B shares do not carry voting rights. In a distribution of capital, preference B shares rank in priority to any other share class up to an amount equal to the subscription price paid per B share. Holders of preference B shares also have priority over any other share class with respect to dividends.

During the year, the company issued 240,000 preference A shares at par value of USD 1 each, for total consideration of USD 240,000. In addition, the company issued 620,000 preference B shares at par value of EUR 1 each, for a total consideration of EUR 620,000.

26
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
90,958
49,248
-
-
Tax losses
(73,777)
(84,064)
-
-
Short term timing differences
(2,378)
(1,500)
10,658
-
Capital gains
296,162
188,839
-
-
310,965
152,523
10,658
-
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
152,523
-
Charge to profit or loss
53,372
-
Liability at 31 December 2023
205,895
-

The deferred tax liability set out above principally relates to accelerated capital allowances that are expected to reverse over the period that the underlying fixed assets are depreciated and deferred tax on capital gains, which are expected to reverse when the associated freehold property asset is sold.

GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
27
Disposals

On 1 August 2023 the group disposed of its 100% holding in Zon Comfort BV. Included in these financial statements are losses of £11,009 arising from the company's interests in Zon Comfort BV up to the date of its disposal. A profit of £48,432 arose on the disposal, being the proceeds of the sale, less the cost of the investment.

28
Financial commitments, guarantees and contingent liabilities

Cross guarantees are in place between the parent, Global Mergers & Acquisitions Ltd, and subsidiaries of the group.

29
Operating lease commitments
Lessee

Operating lease payments represent rentals payable by the group for certain of its assets. Leases are negotiated for an average term of 3 years.

 

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
155,543
105,308
-
-
Between two and five years
101,898
126,534
-
-
In over five years
65
-
-
-
257,506
231,842
-
-
30
Controlling party

The group is controlled by the directors of Global Mergers and Acquisitions Limited.

31
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
152,500
152,500
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
31
Related party transactions
(Continued)
- 39 -
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2023
2022
2023
2022
£
£
£
£
Group
Entities with control, joint control or significant influence over the group
-
-
83,225
-
Entities over which the group has control, joint control or significant influence
116,477
240,948
105,901
135,395
Management fees
Interest payable
2023
2022
2023
2022
£
£
£
£
Group
Entities with control, joint control or significant influence over the company
137,802
114,818
119,469
44,304
Company
Entities with control, joint control or significant influence over the company
137,802
114,818
119,469
44,304

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£
£
Group
Entities with control, joint control or significant influence over the group
498,487
1,059,760
Entities over which the group has control, joint control or significant influence
271,785
63,217
Company
Entities with control, joint control or significant influence over the company
417,561
1,059,760

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2023
2023
2022
Balance
Provision
Net
Balance
£
£
£
£
Group
Entities over which the group has control, joint control or significant influence
745,326
71,209
674,117
573,820
Key management personnel
24,802
-
24,802
-
Other related parties
719,344
71,758
647,586
1,324,989
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
31
Related party transactions
(Continued)
- 40 -
Company
Other related parties
71,758
71,758
-
-
Other information

Other related parties are entities over which the directors of Global Mergers & Acquisitions Limited have control or significant influence.

32
Cash generated from group operations
2023
2022
£
£
Loss for the year after tax
(44,231)
(1,400,153)
Adjustments for:
Share of results of associates and joint ventures
27,495
72,848
Taxation charged
295,787
46,068
Finance costs
384,823
359,775
Investment income
(17,185)
(22,855)
Gain on disposal of tangible fixed assets
(5,000)
(2,550)
Gain on disposal of business
(48,432)
-
Amortisation and impairment of intangible assets
171,130
92,650
Depreciation and impairment of tangible fixed assets
250,671
321,743
Other gains and losses
(582,128)
-
Movements in working capital:
Decrease in stocks
558,920
534,324
Decrease/(increase) in debtors
218,334
(122,048)
(Decrease)/increase in creditors
(1,044,115)
1,161,170
Cash generated from operations
166,069
1,040,972
33
Cash (absorbed by)/generated from operations - company
2023
2022
£
£
Loss for the year after tax
(952,501)
(113,631)
Adjustments for:
Finance costs
119,469
44,304
Other gains and losses
413,169
-
Movements in working capital:
Decrease/(increase) in debtors
437,344
(321,230)
(Decrease)/increase in creditors
(638,413)
848,030
Cash (absorbed by)/generated from operations
(620,932)
457,473
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 41 -
34
Analysis of changes in net debt - group
1 January 2023
Cash flows
Exchange rate movements
31 December 2023
£
£
£
£
Cash at bank and in hand
277,387
352,082
(248,125)
381,344
Borrowings excluding overdrafts
(3,029,801)
33,903
-
(2,995,898)
Obligations under finance leases
(230,100)
84,780
-
(145,320)
(2,982,514)
470,765
(248,125)
(2,759,874)
35
Prior period adjustment
Reconciliation of changes in equity - group
1 January
31 December
2022
2022
Notes
£
£
Adjustments to prior year
Reversal of capital contribution
1
-
(413,169)
Equity as previously reported
2,851,005
1,814,780
Equity as adjusted
2,851,005
1,401,611
Notes to reconciliation
Reversal of capital contribution

The financial statements for the year ended 31 December 2022 recorded an equity contribution to the group totalling £413,169. This equity contribution was a loan to the group and therefore the transaction has been redisclosed as a loan creditor to a related party.

 

The prior year adjustment has no impact on the consolidated loss for the year ended 31 December 2022.

 

The prior year adjustment has no impact on the company equity or result.

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