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Company registration number:
14299675
Fidelity Fulfilment Holding Company Limited
Financial statements
31 December 2023
Fidelity Fulfilment Holding Company Limited
Contents
Directors and other information
Strategic report
Directors report
Independent auditor's report to the members
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Fidelity Fulfilment Holding Company Limited
Directors and other information
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Directors |
Mr Saud Fozan Saud Alfozan |
appointed on 16 August 2022 |
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Mr Simon James Vincent |
appointed on 16 August 2022 |
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Mr Stephen Charles Williams |
appointed on 16 August 2022 |
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Company number |
14299675 |
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Registered office |
Unit 1, Orion Close |
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Mustang Park |
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Daventry |
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Northamptonshire |
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NN11 8NW |
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Business address |
Unit 1, Orion Close |
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Mustang Park |
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Daventry |
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Northamptonshire |
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NN11 8NW |
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Auditor |
Emery & Co Accountants Limited |
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The Hayloft, Lodge Farm |
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Lodge Lane |
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Cheslyn Hay |
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Cannock |
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WS11 0LT |
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Fidelity Fulfilment Holding Company Limited
Strategic report
Period ended 31 December 2023
Introduction
The directors present their strategic report for the period ended 31 December 2023.
Principal activity, review of the business and key performance indicators
The company's principal activity during the period was to act as a holding company for a group operating internationally in warehousing, distribution and related software development. The company is based in Daventry, UK.
The company was established to provide direction and management support to subsidiary businesses, to co-ordinate sales and marketing activities, and to act as a central point for funding the in conjunction with Sadita (UK) Limited ("immediate parent") and Sadita Holding Company W.L.L. ("ultimate parent"). The company has not prepared consolidated accounts due to a number of matters arising from the acquisition of a controlling interest in the business based in the USA.
As this is a holding company there are no specific key performance indicators.
Business strategy and future developments
The company continues to provide a central management resource to its subsidiaries. Going forward the company will provide marketing and management support to enable the subsidiaries to grow their customer bases and further support activities in these businesses.
Principal risks and uncertainties
The company has not granted any securities to any of its subsidiaries and this limits the risks to which the company is exposed.
Going concern
The company is an indirect subsidiary of Sadita Holding Company W.L.L. (the "ultimate parent"), an international group. The company's liquidity is managed centrally by Sadita (UK) Limited via intercompany loans.
In reaching their conclusion, the company's directors have considered the forecasts for the company that they have prepared for the period to 31 December 2027 and:
The company made losses in the year to 31 December 2024 and forecasts for 2025 continue to show losses.
The directors have considered a range of sensitivities, which they believe adequately address any reasonably foreseeable events and circumstances that may be relevant to the company.
Sensitivities considered include the failure to achieve cost and efficiency savings.
In all reasonably foreseeable circumstances, it has been concluded that the trading and cash flow forecasts for the company require the support of the ultimate parent, whose cashflows incorporate those of the company, show adequate headroom.
The company has received a letter of support from Sadita Holding Company W.L.L., the ultimate parent, covering a period of at least 12 months from the date of these financial statements which includes:
Going concern continued
Not seeking repayment of amounts advanced to the company and its subsidiaries by the parent and/or other members of the group;
Advancing further amounts to the company and its subsidiaries as required by the company and its subsidiaries.
The directors believe that the ultimate parent's audited financial statements for the period ended 31 December 2023 indicate a strong balance sheet and the 2024 unaudited results for the group headed by the ultimate parent show the group continued to make a profit. There are no risks identified that would threaten the group's ability to continue as a going concern and that the group had sufficient liquid assets available to meet its liabilities as they fall due in all reasonably foreseeable events and circumstances.
The directors are satisfied that this position remains largely unchanged through to the date of approval of these financial statements and there remains sufficient liquidity throughout the going concern period therefore the directors believe it is appropriate to place reliance on the continued support of the company's ultimate parent.
On this basis, the directors of the company believe it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements.
This report was approved by the board of directors on 24 February 2025 and signed on behalf of the board by:
Mr Simon James Vincent
Director
Fidelity Fulfilment Holding Company Limited
Directors report
Period ended 31 December 2023
The directors present their report and the financial statements of the company for the period ended 31 December 2023.
Incorporation
The company was incorporated on 16 August 2022 and these financial statements cover the period from 16 August 2022 to 31 December 2023.
Directors
The directors who served the company during the period were as follows:
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Mr Saud Fozan Saud Alfozan |
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(Appointed 16 August 2022) |
Mr Simon James Vincent |
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(Appointed 16 August 2022) |
Mr Stephen Charles Williams |
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(Appointed 16 August 2022) |
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Dividends
The directors do not recommend the payment of a dividend.
Future developments
The company continues to provide a central management resource to its subsidiaries. Going forward the company will provide marketing and management support to enable the subsidiaries to grow their customer bases and further support activities in these businesses.
Events after the end of the reporting period
Particulars of events after the reporting period are detailed in note 16 to the financial statements.
Disclosure of information in the strategic report
The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
Directors responsibilities statement
The directors are responsible for preparing the strategic report, directors report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial period. 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 profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
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select suitable accounting policies and then apply them consistently;
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make judgments and accounting estimates that are reasonable and prudent; and
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
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so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This report was approved by the board of directors on
24 February 2025
and signed on behalf of the board by:
Mr Simon James Vincent
Director
Fidelity Fulfilment Holding Company Limited
Independent auditor's report to the members of
Fidelity Fulfilment Holding Company Limited
Period ended 31 December 2023
Disclaimer of opinion
We were engaged to audit the financial statements of Fidelity Fulfilment Holding Company Limited (the 'company') for the period ended 31 December 2023 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
We were unable to obtain sufficient appropriate audit evidence regarding an amount of £463,500 recognised within other creditors due in more than one year as a provision for deferred consideration on the acquisition of a subsidiary within the financial statements by the company. The financial statements do not include an impairment loss on the company's investments in its subsidiaries. Such impairment loss is required to be recognised by FRS 102 where the cost of an investment exceeds its recoverable amount. Given the losses incurred by the investments with a carrying amount of £7,588,229 there appears to be an impairment provision required, however, we have been unable to quantify the exact amount of impairment provision required but this could be up to the carrying amount of investments with a corresponding increase in the company's loss for the year and decrease in total equity. Additionally, in our opinion the company should have prepared group accounts in accordance with the requirements of section 399 of the Companies Act 2006. As a result, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded items, and the elements making up the statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows.
Material uncertainty related to going concern
We draw attention to note 3 in the financial statements, which indicates that the company is dependent on financial funding from other group companies and has made losses in 2024 and is forecast to make losses in 2025. This along with the events and conditions set out in note 3, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
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. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 stated in the basis for disclaimer of opinion section of our report, group financial statements have not been prepared and therefore there is no group strategic report or group directors report.
Opinions on other matters prescribed by the Companies Act 2006
Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:
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the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
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the strategic report and the directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Not withstanding our disclaimer of an opinion on the financial statements in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation as described above, we have not identified material misstatements in the strategic report or the directors' report.
Arising from the limitation of our work referred to above:
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we have not obtained all the information and explanations that we consider necessary for the purpose of our audit;
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we were unable to determine whether adequate accounting records have been kept; and
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returns adequate for our audit have not been received from branches not visited by us.
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:
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the financial statements are not in agreement with the accounting records and the returns; or
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certain disclosures of directors' remuneration specified by law are not made.
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 company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the company's 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 and 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 communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors 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.
Miss Lisa Joanne Emery FCCA
(Senior Statutory Auditor)
For and on behalf of
Emery & Co Accountants Limited
Chartered Certified Accountant and Statutory Auditor
The Hayloft, Lodge Farm
Lodge Lane
Cheslyn Hay
Cannock
WS11 0LT
24 February 2025
Fidelity Fulfilment Holding Company Limited
Statement of comprehensive income
Period ended 31 December 2023
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Period |
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ended |
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31/12/23 |
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Note |
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£ |
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Turnover |
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4 |
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489,577 |
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Other operating expenses |
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(
791,000) |
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|
|
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_______ |
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Operating loss |
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5 |
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(
301,423) |
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Other interest receivable and similar income |
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7 |
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483,462 |
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Amounts written off investments |
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(
48,252) |
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Interest payable and similar expenses |
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8 |
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(
667,202) |
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_______ |
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Loss before taxation |
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(
533,415) |
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Tax on loss |
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- |
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_______ |
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Loss for the financial period and total comprehensive income |
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(
533,415) |
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_______ |
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All the activities of the company are from continuing operations.
Fidelity Fulfilment Holding Company Limited
Statement of financial position
31 December 2023
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31/12/23 |
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Note |
£ |
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£ |
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Fixed assets |
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Investments |
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9 |
7,588,229 |
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_______ |
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7,588,229 |
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Current assets |
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Debtors |
|
10 |
4,041,269 |
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Cash at bank and in hand |
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84,288 |
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_______ |
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4,125,557 |
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Creditors: amounts falling due |
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within one year |
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11 |
(
11,783,501) |
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_______ |
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Net current liabilities |
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(
7,657,944) |
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_______ |
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Total assets less current liabilities |
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(
69,715) |
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Creditors: amounts falling due |
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|
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after more than one year |
|
12 |
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(
463,500) |
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_______ |
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Net liabilities |
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(
533,215) |
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|
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|
|
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_______ |
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Capital and reserves |
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|
|
|
|
|
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|
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Called up share capital |
|
13 |
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|
200 |
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|
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Profit and loss account |
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|
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|
(
533,415) |
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|
|
|
|
|
|
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_______ |
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Shareholders deficit |
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|
|
|
(
533,215) |
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|
|
|
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|
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_______ |
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These financial statements were approved by the
board of directors
and authorised for issue on
24 February 2025
, and are signed on behalf of the board by:
Mr Simon James Vincent
Director
Company registration number:
14299675
Fidelity Fulfilment Holding Company Limited
Statement of changes in equity
Period ended 31 December 2023
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Called up share capital |
Profit and loss account |
Total |
|
|
|
|
|
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|
£ |
£ |
£ |
|
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|
|
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|
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At 16 August 2022 |
|
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
(
533,415) |
(
533,415) |
|
|
|
|
|
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
Total comprehensive income for the period |
|
- |
(
533,415) |
(
533,415) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of shares |
|
200 |
|
200 |
|
|
|
|
|
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
Total investments by and distributions to owners |
|
200 |
- |
200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
At 31 December 2023 |
|
200 |
(
533,415) |
(
533,215) |
|
|
|
|
|
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
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|
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|
Fidelity Fulfilment Holding Company Limited
Statement of cash flows
Period ended 31 December 2023
|
|
Period |
|
|
|
|
|
ended |
|
|
|
|
|
31/12/23 |
|
|
|
|
|
£ |
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
Loss for the financial period |
|
(
533,415) |
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
Amounts written off investments |
|
48,252 |
|
|
|
Other interest receivable and similar income |
|
(
483,462) |
|
|
|
Interest payable and similar expenses |
|
667,202 |
|
|
|
Accrued expenses/(income) |
|
24,581 |
|
|
|
|
|
|
|
|
|
Changes in: |
|
|
|
|
|
Trade and other debtors |
|
(
4,041,269) |
|
|
|
Trade and other creditors |
|
1,221,425 |
|
|
|
|
|
_______ |
|
|
|
Cash generated from operations |
|
(
3,096,686) |
|
|
|
|
|
|
|
|
|
Interest paid |
|
(
667,202) |
|
|
|
Interest received |
|
483,462 |
|
|
|
|
|
_______ |
|
|
|
Net cash (used in)/from operating activities |
|
(
3,280,426) |
|
|
|
|
|
_______ |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Purchase of other investments |
|
(
7,636,481) |
|
|
|
|
|
_______ |
|
|
|
Net cash (used in)/from investing activities |
|
(
7,636,481) |
|
|
|
|
|
_______ |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from issue of ordinary shares |
|
200 |
|
|
|
Proceeds from loans from group undertakings |
|
11,000,995 |
|
|
|
|
|
_______ |
|
|
|
Net cash from financing activities |
|
11,001,195 |
|
|
|
|
|
_______ |
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
84,288 |
|
|
|
Cash and cash equivalents at beginning of period |
|
- |
|
|
|
|
|
_______ |
|
|
|
Cash and cash equivalents at end of period |
|
84,288 |
|
|
|
|
|
_______ |
|
|
|
|
|
|
|
|
|
Fidelity Fulfilment Holding Company Limited
Notes to the financial statements
Period ended 31 December 2023
1.
General information
The company is a private company limited by shares, registered in England. The address of the registered office is Unit 1, Orion Close, Mustang Park, Daventry, Northamptonshire, NN11 8NW.
2.
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. The principal accounting policies adopted are set out below.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
The company was incorporated on 16 August 2022 and these financial statements cover the period from 16 August 2022 to 31 December 2023.
Going concern
The company is an indirect subsidiary of Sadita Holding Company W.L.L. (the "ultimate parent"), an international group. The company's liquidity is managed centrally by Sadita (UK) Limited (the "immediate parent") via intercompany loans. In reaching their conclusion, the company's directors have considered the forecasts for the company that they have prepared for the period to 31 December 2027 and:
The company made losses in the year to 31 December 2024 and forecasts for 2025 continue to show losses.
The directors have considered a range of sensitivities, which they believe adequately address any reasonably foreseeable events and circumstances that may be relevant to the company.
Sensitivities considered include the failure to achieve cost and efficiency savings.
In all reasonably foreseeable circumstances, it has been concluded that the trading and cash flow forecasts for the company require the support of the ultimate parent, whose cashflows incorporate those of the company, show adequate headroom.
The company has received a letter of support from Sadita Holding Company W.L.L., the ultimate parent, covering a period of at least 12 months from the date of these financial statements which includes:
Not seeking repayment of amounts advanced to the company and its subsidiaries by the parent and/or other members of the group;
Advancing further amounts to the company and its subsidiaries as required by the company and its subsidiaries.
The directors believe that the ultimate parent's audited financial statements for the period ended 31 December 2023 indicate a strong balance sheet and the 2024 unaudited results for the group headed by the ultimate parent show the group continued to make a profit. There are no risks identified that would threaten the group's ability to continue as a going concern and that the group had sufficient liquid assets available to meet its liabilities as they fall due in all reasonably foreseeable events and circumstances. The directors are satisfied that this position remains largely unchanged through to the date of approval of these financial statements and there remains sufficient liquidity throughout the going concern period therefore the directors believe it is appropriate to place reliance on the continued support of the company's ultimate parent.
On this basis, the directors of the company believe it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements.
Judgements and key sources of estimation uncertainty
In the application of the company'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.Critical judgementsThe following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.Valuation of investmentsThe company holds a significant investment in a number of undertakings in which the company has a participating interest, including additional loans to these companies. The directors have made a critical judgement and assessed the valuation of the investments for impairment. The directors do not believe an impairment charge is required.
Turnover
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.
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 profit and loss account 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 company'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 profit and loss account, 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 when the company has 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.
Foreign currencies
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit and loss.
Fixed asset investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with 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. 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.
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 company after deducting all of its liabilities. Basic financial 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 good 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.
Equity instruments
Equity instruments issued by the company 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 company.
4.
Turnover
Turnover arises from:
|
|
|
Period |
|
|
|
|
ended |
|
|
|
|
31/12/23 |
|
|
|
|
£ |
|
|
Management fees |
|
489,577 |
|
|
|
|
_______ |
|
|
|
|
|
|
The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
5.
Operating loss
Operating loss is stated after charging/(crediting):
|
|
|
|
Period |
|
|
|
|
|
ended |
|
|
|
|
|
31/12/23 |
|
|
|
|
|
£ |
|
|
Foreign exchange differences |
|
|
(
13,368) |
|
|
Fees payable for the audit of the financial statements |
|
|
14,750 |
|
|
|
|
|
_______ |
|
|
|
|
|
|
|
6.
Staff costs
The average number of persons employed by the company during the period, including the directors, amounted to:
|
|
|
Period |
|
|
|
|
ended |
|
|
|
|
31/12/23 |
|
|
Administrative staff |
|
3 |
|
|
|
|
_______ |
|
|
|
|
|
|
7.
Other interest receivable and similar income
|
|
|
Period |
|
|
|
|
ended |
|
|
|
|
31/12/23 |
|
|
|
|
£ |
|
|
Loans and receivables |
|
483,462 |
|
|
|
|
_______ |
|
|
|
|
|
|
8.
Interest payable and similar expenses
|
|
|
|
Period |
|
|
|
|
|
ended |
|
|
|
|
|
31/12/23 |
|
|
|
|
|
£ |
|
|
Other loans made to the company: |
|
|
|
|
|
Other interest on other loans made to the company |
|
|
667,202 |
|
|
|
|
|
_______ |
|
|
|
|
|
667,202 |
|
|
|
|
|
_______ |
|
|
|
|
|
|
|
9.
Investments
|
|
Other investments other than loans |
Total |
|
|
|
|
|
|
£ |
£ |
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
At 16 August 2022 |
- |
- |
|
|
|
|
|
Additions |
7,636,481 |
7,636,481 |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
At 31 December 2023 |
7,636,481 |
7,636,481 |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
Impairment |
|
|
|
|
|
|
|
At 16 August 2022 |
- |
- |
|
|
|
|
|
Other movements |
48,252 |
48,252 |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
At 31 December 2023 |
48,252 |
48,252 |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
At 31 December 2023 |
7,588,229 |
7,588,229 |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in group undertakings |
|
|
|
|
|
|
|
Registered office |
Class of share |
Percentage of shares held |
|
Subsidiary undertakings |
|
|
|
|
|
Fidelity Supply Chain Solutions Ltd |
|
Unit 1 Orion Close, Mustang Park, Daventry, Northamptonshire, England, NN11 8NW |
Ordinary |
100 |
|
|
|
|
|
|
|
Fidelity Fulfilment US Holdings, LLC |
|
1375 S. Industrial Road, Salt Lake City, Utah, 84104. United States |
Membership |
100 |
|
|
|
|
|
|
|
Make or Buy Groep BV |
|
De Steenbok 26 (bezoekadres) 5215 ME 's-Hertogenbosch |
Ordinary |
75 |
|
|
|
|
|
|
|
|
|
|
|
|
The directors have completed an impairment review of the investments in the subsidiary undertakings and they believe an impairment charge is not required.
10.
Debtors
|
|
|
31/12/23 |
|
|
|
|
£ |
|
|
Amounts owed by group undertakings |
|
4,015,544 |
|
|
Prepayments and accrued income |
|
25,725 |
|
|
|
|
_______ |
|
|
|
|
4,041,269 |
|
|
|
|
_______ |
|
|
|
|
|
|
11.
Creditors: amounts falling due within one year
|
|
|
31/12/23 |
|
|
|
|
£ |
|
|
Trade creditors |
|
16,802 |
|
|
Amounts owed to group undertakings |
|
11,000,995 |
|
|
Accruals and deferred income |
|
24,581 |
|
|
Social security and other taxes |
|
19,553 |
|
|
Other creditors |
|
721,570 |
|
|
|
|
_______ |
|
|
|
|
11,783,501 |
|
|
|
|
_______ |
|
|
|
|
|
|
The amount included within other creditors is in respect of deferred consideration.
12.
Creditors: amounts falling due after more than one year
|
|
|
31/12/23 |
|
|
|
|
£ |
|
|
Other creditors |
|
463,500 |
|
|
|
|
_______ |
|
|
|
|
|
|
The amount included within other creditors is in respect of deferred consideration.
13.
Called up share capital
Issued, called up and fully paid
|
|
|
31/12/23 |
|
|
|
|
|
|
|
|
|
No |
|
£ |
|
|
|
|
|
Ordinary Shares shares of £
1.00 each |
|
200 |
|
200 |
|
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.
Analysis of changes in net debt
|
|
At 16 August 2022 |
Cash flows |
At 31 December 2023 |
|
|
|
|
|
£ |
£ |
£ |
|
|
|
|
Cash and cash equivalents |
- |
84,288 |
84,288 |
|
|
|
|
Debt due within one year |
- |
(11,000,995) |
(11,000,995) |
|
|
|
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
- |
(
10,916,707) |
(
10,916,707) |
|
|
|
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
|
15.
Contingent liabilities
During the current financial year, the company has not been charged Value Added Tax (VAT) on certain intercompany recharges. Management has identified this as a potential contingent liability.The company has conducted a comprehensive review of these intercompany recharges and quantify the potential liability and amount of recoverable VAT. This review is currently ongoing.Based on preliminary assessments, management currently estimates that the potential liability relating to the non-charged intra-group VAT on these intercompany recharges will be in excess of £210,000 of which some elements may not be fully recoverable. Preliminary estimates of recovery indicate a net liability of circa £30,000.The ultimate amount of the liability, if any, will depend on the final determination of the VAT treatment of these recharges. The company will recognise a provision for this liability once a reliable estimate can be determined. Until such time, and given the uncertainties surrounding the final determination, no provision has been recognised in these financial statements.
16.
Events after the end of the reporting period
On 30 December 2024, the company allotted 16,926,155 preference shares for a total consideration of £16,926,155. The purpose of this issuance was to convert amounts owed by the company to its parent company, Sadita (UK) Limited, into share capital.
17.
Limitation of auditors liability
There is a limited liability agreement in place with the auditors Emery & Co Accountants Limited, this was approved with a written resolution dated 19 February 2024.
18.
Related party transactions
During the year,
Fidelity Fulfilment Holding Company Limited
made sales totalling £40,823 and made payments totalling £771,580 to Make or Buy Groep BV, a subsidiary company. The company also made purchases totalling £416,601 and received interest totalling £41,707 and received amounts totalling £45,015 from Make or Buy Groep BV.Included within amounts owed by group undertakings is an amount of £1,491,692 due from Make or Buy Groep BV
.During the year, Fidelity Fulfilment Holding Company Limited
paid interest of £667,202 and received loans totalling £4,941,479 from Sadita (UK) Limited, its parent company.Included within amounts owed to group undertakings (due within one year) is an amount of £11,000,995 due to Sadita (UK) Limited, the parent company
.
19.
Parent company
On the 13 September 2022, a subsidiary of Sadita Holding Company W.L.L., Sadiat (UK) Limited acquired 49% of the share capital of Fidelity Fulfilment Holding Comany Limited. While this represents a minority ownership, the directors consider Sadita (UK) Limited to be the immediate parent due to Sadita (UK) Limited being a key funding source and a controlling influence over the company's affairs. Therefore, despite the 49% ownership, the directors have concluded that Sadita (UK) Limited has control over
Fidelity Fulfilment Holding Company Limited
, and accordingly, Fidelity Fulfilment Holding Company Limited is considered a subsidiary of Sadita (UK) Limited. Sadita (UK) Limited is itself a subsidiary of Sadita Holding Company W.L.L., which is the ultimate parent company. Therefore the ultimate parent company is considered to be Sadita Holding Company W.L.L., a company incorporated in Kuwait. This company heads the largest group in which the results of the company are included. The consolidated financial statements of this company are available to the public and may be obtained from Sadita Holding Company W.L.L., Kuwait City - Fahad Al Salem Street - Al Joun Center - P.O. Box 26332, State of Kuwait.