Caseware UK (AP4) 2023.0.135 2023.0.135 42023-01-01falseNo description of principal activity4falsefalsefalse 10562176 2023-12-31 10562176 2023-01-01 2023-12-31 10562176 2022-01-01 2022-12-31 10562176 2022-12-31 10562176 2022-01-01 10562176 c:CompanySecretary1 2023-01-01 2023-12-31 10562176 c:Director1 2023-01-01 2023-12-31 10562176 c:Director2 2023-01-01 2023-12-31 10562176 c:RegisteredOffice 2023-01-01 2023-12-31 10562176 d:Buildings 2023-01-01 2023-12-31 10562176 d:Buildings d:LongLeaseholdAssets 2023-01-01 2023-12-31 10562176 d:PlantMachinery 2023-01-01 2023-12-31 10562176 d:MotorVehicles 2023-01-01 2023-12-31 10562176 d:FurnitureFittings 2023-01-01 2023-12-31 10562176 d:ComputerEquipment 2023-01-01 2023-12-31 10562176 d:ComputerEquipment 2023-12-31 10562176 d:ComputerEquipment 2022-12-31 10562176 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 10562176 d:Goodwill 2023-01-01 2023-12-31 10562176 d:CurrentFinancialInstruments 2023-12-31 10562176 d:CurrentFinancialInstruments 2022-12-31 10562176 d:CurrentFinancialInstruments 1 2023-12-31 10562176 d:CurrentFinancialInstruments 1 2022-12-31 10562176 d:Non-currentFinancialInstruments 2023-12-31 10562176 d:Non-currentFinancialInstruments 2022-12-31 10562176 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 10562176 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 10562176 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 10562176 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 10562176 d:ShareCapital 2023-01-01 2023-12-31 10562176 d:ShareCapital 2023-12-31 10562176 d:ShareCapital 2022-01-01 2022-12-31 10562176 d:ShareCapital 2022-12-31 10562176 d:ShareCapital 2022-01-01 10562176 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 10562176 d:RetainedEarningsAccumulatedLosses 2023-12-31 10562176 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 10562176 d:RetainedEarningsAccumulatedLosses 2022-12-31 10562176 d:RetainedEarningsAccumulatedLosses 2022-01-01 10562176 c:OrdinaryShareClass1 2023-01-01 2023-12-31 10562176 c:OrdinaryShareClass1 2023-12-31 10562176 c:OrdinaryShareClass1 2022-12-31 10562176 c:OrdinaryShareClass2 2023-01-01 2023-12-31 10562176 c:OrdinaryShareClass2 2023-12-31 10562176 c:OrdinaryShareClass2 2022-12-31 10562176 c:FRS102 2023-01-01 2023-12-31 10562176 c:Audited 2023-01-01 2023-12-31 10562176 c:FullAccounts 2023-01-01 2023-12-31 10562176 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 10562176 d:Subsidiary3 2023-01-01 2023-12-31 10562176 d:Subsidiary3 1 2023-01-01 2023-12-31 10562176 d:Subsidiary4 2023-01-01 2023-12-31 10562176 d:Subsidiary4 1 2023-01-01 2023-12-31 10562176 c:Consolidated 2023-12-31 10562176 c:ConsolidatedGroupCompanyAccounts 2023-01-01 2023-12-31 10562176 2 2023-01-01 2023-12-31 10562176 6 2023-01-01 2023-12-31 10562176 9 2023-01-01 2023-12-31 10562176 f:PoundSterling 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure


















Fawley Industrial Limited
























Annual report and financial statements



For the year ended 31 December 2023



Registered number: 10562176

 
Fawley Industrial Limited
 


Company Information


Directors
Paul McGowan 
Hugh Whitcomb 




Company secretary
Inca Lockhart-Ross



Registered number
10562176



Registered office
46/48 Beak Street

London

W1F 9RJ




Independent auditor
Buzzacott LLP

130 Wood Street

London

EC2V 6DL





 
Fawley Industrial Limited
 


Contents



Page
Directors' report
 
1 - 2
Group strategic report
 
3
Independent auditor's report
 
4 - 8
Consolidated statement of comprehensive income
 
9
Consolidated statement of financial position
 
10 - 11
Company statement of financial position
 
12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
14
Consolidated statement of cash flows
 
15 - 16
Notes to the financial statements
 
17 - 41


 
Fawley Industrial Limited
 
 

Directors' report
For the year ended 31 December 2023

The directors present their report and the financial statements of Fawley Industrial Limited ('the company') for the year ended 31 December 2023.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £3,235k (2022 - loss £2,966k).

During the year, the directors declared dividends amounting to the total of £11,592k (2022: £576k).

Directors

The directors who served during the year were:

Paul McGowan 
Hugh Whitcomb 

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as, in the opinion of the directors, its inclusion would be seriously prejudicial to the interests of the Group.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report, the Group strategic report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 1

 
Fawley Industrial Limited
 


Directors' report (continued)
For the year ended 31 December 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditor is aware of that information.

This report was approved by the board on 7 March 2025 and signed on its behalf by:
 





Hugh Whitcomb
Director

Page 2

 
Fawley Industrial Limited
 


Group strategic report
For the year ended 31 December 2023

Principal activity
 
During the financial year, the principal activity of the company was that of an investment holding company.
On 30 August 2023 certain subsidiaries of the Group primarily focused on two key UK SME industrial market sectors (‘Embedded’ Engineering services and specialist manufacturing) were acquired by Amcomri Group Limited, a related party, which has subsequently been listed on the Alternative Investment Market as Amcomri Group plc.
On 11 October 2023, the Group's largest indirect trading subsidiary, UK Windows & Doors Group Limited ('UKWG'), was placed into administration. 
Details of the remaining direct subsidiary undertakings held by the Group at 31 December 2023 can be found in note 14.
As at 31 December 2023, the principal activity of the company and group was that of a holding company. 

Business review
 
The group achieved an operating loss of £7.103m in the year (2022: £2.506m).

Principal risks and uncertainties
 
The group’s activities expose it to a number of financial risks including credit risk, liquidity risk and cashflow risk. The group does not use derivative financial instruments for speculative purposes.
The group continues to have access to additional capital for working capital and acquisition funding purposes provided by its principal shareholder.

Financial key performance indicators
 
The group had consolidated net assets of £2.625m as at 31 December 2023 (2022: £10.742m). The company no longer has any employees.

Directors' statement of compliance with duty to promote the success of the Group
 
The Board regularly considers the impact of their decision making on its key stakeholders, these including our shareholders, our employees, customer and supply chain partners.
Engaging with our shareholders: The Board maintains a strong level of communication with shareholders, this including formal monthly board meetings and regular less formal touchpoints. Continuation of this engagement is key for the next phase of the group's development.


This report was approved by the board on 7 March 2025 and signed on its behalf by:



Hugh Whitcomb
Director

Page 3

 
img5403.png 

 
Independent auditor's report to the members of Fawley Industrial Limited
For the year ended 31 December 2023

Opinion


We have audited the financial statements of Fawley Industrial Limited ('the parent company') and its subsidiaries ('the group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated and Company Statements of financial position, the Consolidated and Company Statement of changes in equity, the Consolidated statement of cash flows and the related notes, including a summary of significant accounting policiesThe 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).


Except for the matters described in the basis for qualified opinion section of our report, which does not impact the parent company financial statements, in our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for qualified opinion


On 11 October 2023, the Group's largest indirect trading subsidiary, UK Windows & Doors Group Limited ('UKWG'), was placed into administration. Additionally, as detailed in note 27, the ownership of various direct and indirect subsidiaries (together 'the AGL trading group') was acquired by Amcomri Group Limited (now Amcomri Group Plc) on 30 August 2023. The consolidated financial statements have been prepared on the basis that UKWG was disposed of on 11 October 2023, following their administration, and that the AGL trading group was effectively disposed of on 30 August 2023 at the date the acquisition occurred.
Due to the administration of UKWG and due to the financial records, specifically disposed balance sheets not being available at the date the AGL trading group left the group, we were unable to determine whether the results presented as discontinued operations and the profit on disposal of subsidiaries presented in Exceptional items in continuing operations in the Consolidated statement of comprehensive income were true and fair. Notwithstanding this, the total profit for the financial year is, in our opinion, true and fair due to the fact that any adjustment required in the results of the aforementioned subsidiaries would require a corresponding contrary adjustment in the profit on disposal. 
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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Page 4

 
img4e4f.png 
 

Independent auditor's report to the members of Fawley Industrial Limited (continued)
For the year ended 31 December 2023

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 or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The 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 ReportOur 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.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Page 5

 
img5162.png 
 

Independent auditor's report to the members of Fawley Industrial Limited (continued)
For the year ended 31 December 2023

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
Arising solely from our limitation of scope as detailed in our Basis for Qualified Opinion paragraph above, in our opinion:
 
We have not obtained all the information and explanations that we consider necessary for the purpose of our audit; and
We were unable to determine whether adequate accounting records have been kept.

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:


adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; and
the parent company financial statements are not in agreement with the accounting records and returns made available to us; or
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 Group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


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:

 
Page 6

 
img2b2d.png 
 

Independent auditor's report to the members of Fawley Industrial Limited (continued)
For the year ended 31 December 2023

Auditor's responsibilities for the audit of the financial statements (continued)
How the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, was as follows:
 
the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we made enquiries of management as to where they considered there was susceptibility to fraud, and their
knowledge of actual, suspected and alleged fraud;
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial
statements through discussions with directors and other management at the planning stage;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to
misstatement, including with respect to fraud and non-compliance with laws and regulations;
we interacted with component auditors throughout the audit. Interactions with component auditors included, if
applicable, formal written instructions and reviewing selected audit papers; and
we focused our planned audit work on specific laws and regulations which we considered may have a direct material
effect on the financial statements or the operations of the group including the Companies Act 2006, employment
legislation and taxation legislation.
 
We assessed the extent of compliance with the laws and regulations identified above through:
 
making enquiries of management; and
considering the internal controls in place that are designed to mitigate risks of fraud and non?compliance with laws
and regulations.
 
To address the risk of fraud through management bias and override of controls, we:

determined the susceptibility of the group to management override of controls by checking the implementation of
controls and enquiring of individuals involved in the financial reporting process;
reviewed journal entries in components of the group audited by the group audit engagement team, to identify
unusual transactions; and
reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias
on the part of the group’s management.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which
included:
 
agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.

Page 7

 
img09f2.png 
 

Independent auditor's report to the members of Fawley Industrial Limited (continued)
For the year ended 31 December 2023


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 2006Our 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.





Peter Chapman (Senior statutory auditor)
for and on behalf of
Buzzacott LLP
130 Wood Street
London
EC2V 6DL

7 March 2025
Page 8

 
Fawley Industrial Limited
 


Consolidated statement of comprehensive income
For the year ended 31 December 2023

Continuing operations
Discontinued operations
Total
Continuing operations
Discontinued operations
Total
2023
2023
2023
2022
2022
2022
Note
£000
£000
£000
£000
£000
£000

  

Turnover
 4 
1,036
83,620
84,656
733
152,599
153,332

Cost of sales
  
-
(65,646)
(65,646)
(111)
(122,748)
(122,859)

Gross profit
  
1,036
17,974
19,010
622
29,851
30,473

Distribution costs
  
-
(3,162)
(3,162)
-
(6,627)
(6,627)

Administrative expenses
  
(10,721)
(12,930)
(23,651)
(4,259)
(22,336)
(26,595)

Other operating income
 5 
700
-
700
94
149
243

Operating (loss)/profit
  
(8,985)
1,882
(7,103)
(3,543)
1,037
(2,506)

Exceptional items
 26,27 
14,066
-
14,066
1,272
-
1,272

Interest payable and similar expenses
 9 
-
(1,668)
(1,668)
-
(2,752)
(2,752)

Profit/(loss) before taxation
  
5,081
214
5,295
(2,271)
(1,715)
(3,986)

Tax on profit/(loss)
 10 
11
(396)
(385)
(37)
(414)
(451)

Profit/(loss) for the financial year
  
5,092
(182)
4,910
(2,308)
(2,129)
(4,437)

Profit/(loss) for the year attributable to:
  

Non-controlling interests
  
2,258
(583)
1,675
(3)
(1,468)
(1,471)

Owners of the parent company
  
2,834
401
3,235
(2,305)
(661)
(2,966)

  
5,092
(182)
4,910
(2,308)
(2,129)
(4,437)

There was no other comprehensive income for 2023 or 2022.

The notes on pages 17 to 41 form part of these financial statements.

Page 9

 
Fawley Industrial Limited - Registered number:10562176



Consolidated statement of financial position
As at 31 December 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 12 
-
5,517

Tangible assets
 13 
-
25,778

  
-
31,295

Current assets
  

Stocks
 15 
-
15,946

Debtors
 16 
11,952
29,571

Cash at bank and in hand
 17 
269
1,970

  
12,221
47,487

Creditors: amounts falling due within one year
 18 
(9,596)
(49,585)

Net current assets/(liabilities)
  
 
 
2,625
 
 
(2,098)

Total assets less current liabilities
  
2,625
29,197

Creditors: amounts falling due after more than one year
 19 
-
(16,715)

Provisions for liabilities
  

Deferred taxation
 22 
-
(171)

Other provisions
 23 
-
(1,569)

  
 
 
-
 
 
(1,740)

Net assets
  
2,625
10,742


Capital and reserves
  

Called up share capital 
 24 
5,624
8,755

Profit and loss account
 25 
(10,614)
(5,388)

Equity attributable to owners of the parent company
  
(4,990)
3,367

Non-controlling interests
  
7,615
7,375

  
2,625
10,742


Page 10

 
Fawley Industrial Limited - Registered number:10562176



Consolidated statement of financial position (continued)
As at 31 December 2023

The financial statements were approved and authorised for issue by the board on 7 March 2025 and were signed on its behalf by:




Hugh Whitcomb
Director

The notes on pages 17 to 41 form part of these financial statements.

Page 11

 
Fawley Industrial Limited - Registered number:10562176



Company statement of financial position
As at 31 December 2023

2023
2022
Note
£000
£000

Fixed assets
  

Tangible assets
 13 
-
39

Investments
 14 
5,154
18,681

  
5,154
18,720

Current assets
  

Debtors
 16 
1,844
275

Cash at bank and in hand
 17 
245
54

  
2,089
329

Creditors: amounts falling due within one year
 18 
(1,157)
(1,268)

Net current assets/(liabilities)
  
 
 
932
 
 
(939)

Total assets less current liabilities
  
6,086
17,781

  

Creditors: amounts falling due after more than one year
 19 
-
(700)

  

Net assets
  
6,086
17,081


Capital and reserves
  

Called up share capital 
 24 
5,624
8,755

Profit and loss account brought forward
  
8,326
(35)

Profit for the year
  
597
8,937

Other changes in the profit and loss account

  

(8,461)
(576)

Profit and loss account carried forward
  
462
8,326

  
6,086
17,081


The financial statements were approved and authorised for issue by the board on 7 March 2025 and were signed on its behalf by:


Hugh Whitcomb
Director

The notes on pages 17 to 41 form part of these financial statements.

Page 12

 
Fawley Industrial Limited
 


Consolidated statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Profit and loss account
Equity attributable to owners of parent company
Non-controlling interests
Total equity

£000
£000
£000
£000
£000


At 1 January 2022
8,755
(1,846)
6,909
8,768
15,677


Comprehensive income for the year

Loss for the year
-
(2,966)
(2,966)
(1,471)
(4,437)
Total comprehensive income for the year
-
(2,966)
(2,966)
(1,471)
(4,437)


Contributions by and distributions to owners

Dividends: Equity capital
-
(576)
(576)
(124)
(700)

Purchase of NCI by Group
-
-
-
201
201


Total transactions with owners
-
(576)
(576)
77
(499)



At 1 January 2023
8,755
(5,388)
3,367
7,374
10,741


Comprehensive income for the year

Profit for the year
-
3,235
3,235
1,675
4,910
Total comprehensive income for the year
-
3,235
3,235
1,675
4,910


Contributions by and distributions to owners

Dividends: Equity capital
-
(11,592)
(11,592)
-
(11,592)

Share capital reduction
-
3,131
3,131
-
3,131

Shares reduced during the year
(3,131)
-
(3,131)
-
(3,131)

On disposal of subsidiaries
-
-
-
(1,434)
(1,434)


Total transactions with owners
(3,131)
(8,461)
(11,592)
(1,434)
(13,026)


At 31 December 2023
5,624
(10,614)
(4,990)
7,615
2,625


The notes on pages 17 to 41 form part of these financial statements.

Page 13

 
Fawley Industrial Limited
 


Company statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2022
8,755
(35)
8,720


Comprehensive income for the year

Profit for the year
-
8,937
8,937


Contributions by and distributions to owners

Dividends: Equity capital
-
(576)
(576)


Total transactions with owners
-
(576)
(576)



At 1 January 2023
8,755
8,326
17,081


Comprehensive income for the year

Profit for the year
-
597
597


Contributions by and distributions to owners

Dividends: Equity capital
-
(11,592)
(11,592)

Share capital reduction
-
3,131
3,131

Shares reduced during the year
(3,131)
-
(3,131)


Total transactions with owners
(3,131)
(8,461)
(11,592)


At 31 December 2023
5,624
462
6,086


The notes on pages 17 to 41 form part of these financial statements.

Page 14

 
Fawley Industrial Limited
 


Consolidated statement of cash flows
For the year ended 31 December 2023

2023
2022
£000
£000

Cash flows from operating activities

Profit/(loss) for the financial year
4,910
(4,437)

Adjustments for:

Depreciation of tangible assets
1,269
6,000

Interest paid
1,668
2,752

Taxation charge
385
451

Decrease/(increase) in stocks
679
(1,656)

(Increase) in debtors
(17,409)
(2,756)

Increase in creditors
29,326
4,989

(Decrease) in provisions
(1,556)
(427)

Corporation tax (paid)
(1,108)
(330)

Gain on disposal of subsidiaries
(14,066)
(1,272)

Net cash generated from operating activities

4,098
3,314


Cash flows from investing activities

Purchase of tangible fixed assets
(767)
(1,452)

Sale of tangible fixed assets
30
284

Net cash movements on acquisition of subsidiaries
-
(2,824)

Net cash movements on disposals of subsidiaries
9,540
(47)

Net cash from investing activities

8,803
(4,039)

Cash flows from financing activities

Repayment of loans
(2,937)
-

Other new loans
-
4,587

Repayment of/new finance leases
(59)
(79)

Movements on invoice discounting
1,654
23

Dividends paid
(11,592)
(576)

Interest paid
(1,668)
(2,752)

Dividends paid to non-controlling interests
-
(124)

Net cash used in financing activities
(14,602)
1,079

Net (decrease)/increase in cash and cash equivalents
(1,701)
354
Page 15

 
Fawley Industrial Limited
 


Consolidated statement of cash flows (continued)
For the year ended 31 December 2023


2023
2022

£000
£000



Cash and cash equivalents at beginning of year
1,970
1,616

Cash and cash equivalents at the end of year
269
1,970


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
269
1,970

269
1,970


The notes on pages 17 to 41 form part of these financial statements.

Page 16

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

1.


General information

The company is a private company limited by shares and incorporated in England and Wales. The registered office is 46/48 Beak Street, London, W1F 9RJ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland' ('FRS 102') and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods and services

Turnover from the sale of goods and services is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 17

 
Fawley Industrial Limited
 


Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 
Fawley Industrial Limited
 


Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Negative goodwill

Negative goodwill is recognised when the cost of an acquisition is less than the fair value of net assets acquired. It is released to the Consolidated statement of comprehensive income when the non-monetary assets acquired in the acquisition are realised.

Page 19

 
Fawley Industrial Limited
 


Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
25-40 Years
Leasehold property
-
Shorter of Lease Term or 15 Years
Plant and machinery
-
3-8 Years
Motor vehicles
-
3 Years
Fixtures and fittings
-
3-8 Years
Office and Computer equipment
-
3 Years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in statement of comprehensive income.

Page 20

 
Fawley Industrial Limited
 


Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
 
Page 21

 
Fawley Industrial Limited
 


Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Basic financial assets (continued)
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
 
Page 22

 
Fawley Industrial Limited
 


Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 23

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires the directors to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities and amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following are the group’s key sources of estimation uncertainty:
Amortisation of goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its share of the identifiable assets and liabilities of the acquiree at the date of acquisition. Negative goodwill is released to profit or loss on the same timeline any non-monetary assets acquired in the purchase are realised. Positive goodwill is amortised over a period of 10 years.
Warranty provision
The warranty provision is estimated by the directors using historical data on previous claims and then extrapolated forward and adjusted for sales volume changes, inflation and other known factors such as product modifications introduced to reduce warranty failure or suppliers’ contributions to cover warranty costs. The fair value of the provision is calculated using a discounted cash flow model and is sensitive to the discount rate used.
Stock provision
The group manufactures products that are subject to changing consumer demands and fashion trends. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of stock, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials. 
Useful economic lives of tangible assets
The annual deprecation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Impairment of debtors
Management makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. 

Page 24

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£000
£000

Sales of goods
65,105
149,376

Repairs and servicing
19,551
3,956

84,656
153,332


Analysis of turnover by country of destination:

2023
2022
£000
£000

United Kingdom
82,106
151,357

Rest of Europe
1,700
1,440

Rest of the world
850
535

84,656
153,332



5.


Other operating income

2023
2022
£000
£000

Coronavirus job retention grants received
-
243

Release of deferred consideration
700
-

700
243



6.


Auditor's remuneration

During the year, the group obtained the following services from the company's auditor and its associates:


2023
2022
£000
£000

Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements
25
22

Fees payable to the company's auditor and its associates in respect of:

The auditing of accounts of subsidiaries of the company
12
122

Taxation compliance services
-
26

Other services
-
61

Page 25

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

7.


Employees

Staff costs during the year, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Wages and salaries
18,434
37,006
577
405

Social security costs
1,166
3,732
72
69

Cost of defined contribution scheme
254
763
20
1

19,854
41,501
669
475


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Production
571
680
-
-



Selling and distribution
146
214
-
-



Administration
285
314
4
4

1,002
1,208
4
4


8.


Directors' remuneration

2023
2022
£000
£000

Directors' emoluments
-
60

-
60



9.


Interest payable and similar expenses

2023
2022
£000
£000


Bank interest payable
1,668
2,752

1,668
2,752

Page 26

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

10.


Taxation


2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
385
378

Adjustments in respect of previous periods
-
53


385
431


Total current tax
385
431

Deferred tax


Origination and reversal of timing differences
-
20

Total deferred tax
-
20


Taxation on profit on ordinary activities
385
451

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%) The differences are explained below:

2023
2022
£000
£000


Profit/(loss) on ordinary activities before tax
5,295
(3,986)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
1,245
(757)

Effects of:


Expenses not deductible for tax purposes
2,489
753

Adjustments to tax charge in respect of prior periods
-
53

Non-taxable income less expenses not deductible for tax purposes
(3,521)
(244)

Unrelieved tax losses
331
646

Group relief
(159)
-

Total tax charge for the year
385
451

Page 27

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023
 
10.Taxation (continued)


Factors that may affect future tax charges

There are no factors that may affect future tax charges.


11.


Dividends

2023
2022
£000
£000


Dividends on Ordinary shares
11,592
576

11,592
576

On 31 August 2023, the company declared a dividend in specie to the value of £11,592,102, being the book value of the target group acquired by Amcomri Group Plc. 


12.


Intangible assets

Group 





Goodwill
Negative goodwill
Total

£000
£000
£000





At 1 January 2023
10,960
(2,620)
8,340


On disposal of subsidiaries
(10,960)
2,620
(8,340)



At 31 December 2023

-
-
-





At 1 January 2023
4,394
(1,571)
2,823


Charge for the year
558
(303)
255


On disposal of subsidiaries
(4,952)
1,874
(3,078)



At 31 December 2023

-
-
-



Net book value



At 31 December 2023
-
-
-



At 31 December 2022
6,566
(1,049)
5,517



Page 28

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

13.


Tangible fixed assets

Group






Freehold property
Leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£000
£000
£000
£000
£000
£000





At 1 January 2023
19,920
562
8,645
333
1,597
31,057


Additions
-
-
593
117
57
767


Disposals
-
-
-
-
(45)
(45)


Disposal of subsidiary
(19,920)
(562)
(9,238)
(450)
(1,609)
(31,779)



At 31 December 2023

-
-
-
-
-
-





At 1 January 2023
1,081
68
3,512
40
578
5,279


Charge for the year
152
37
612
54
159
1,014


Disposals
-
-
-
-
(15)
(15)


Disposal of subsidiaries
(1,233)
(105)
(4,124)
(94)
(722)
(6,278)



At 31 December 2023

-
-
-
-
-
-



Net book value



At 31 December 2023
-
-
-
-
-
-



At 31 December 2022
18,839
494
5,133
293
1,019
25,778

Page 29

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

Company






Computer equipment

£000


At 1 January 2023
45


Disposals
(45)



At 31 December 2023

-





At 1 January 2023
6


Charge for the year
9


Disposals
(15)



At 31 December 2023

-



Net book value



At 31 December 2023
-



At 31 December 2022
39






Page 30

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

14.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
18,681


Disposals
(11,592)



At 31 December 2023
7,089



Impairment


Charge for the year
1,935



At 31 December 2023

1,935


Direct subsidiary undertakings


At 31 December 2023, the following were direct subsidiary undertakings of the company:

Name

Class of shares

Holding

Fiennes Restoration Holdings Limited
Ordinary
88%
Boxwood Capital Limited
Ordinary
51.3%


Indirect subsidiary undertaking


At 31 December 2023, the following was an indirect subsidiary undertaking of the company:

Name

Class of shares

Holding

Robert Walker Engineering Limited
Ordinary
88%

On 5 March 2024, Robert Walker Engineering Limited was dissolved. From this date, the company is no longer considered a subsidiary.

Page 31

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

15.


Stocks

Group
Group
2023
2022
£000
£000

Raw materials and consumables
-
9,580

Work in progress (goods to be sold)
-
287

Finished goods and goods for resale
-
6,079

-
15,946


The difference between purchase price or production cost of stocks and their replacement cost is not material.


16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Trade debtors
69
24,186
20
219

Amounts owed by group undertakings
-
-
160
-

Amounts owed by related undertakings
1,676
39
1,664
39

Other debtors
10,207
2,730
-
-

Prepayments and accrued income
-
2,616
-
17

11,952
29,571
1,844
275



17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Cash at bank and in hand
269
1,970
245
54

269
1,970
245
54


Page 32

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

18.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Bank loans
-
3,513
-
-

Other loans
-
3,976
-
-

Trade creditors
101
15,954
9
31

Amounts owed to related undertakings
4,310
886
928
66

Corporation tax
-
555
-
10

Other taxation and social security
167
5,169
174
55

Obligations under finance lease and hire purchase contracts
-
193
-
-

Proceeds of factored debts
-
8,944
-
-

Other creditors
4,074
3,912
1
928

Accruals and deferred income
944
6,483
45
178

9,596
49,585
1,157
1,268



19.


Creditors: amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Bank loans
-
12,593
-
-

Other loans
-
958
-
-

Net obligations under finance leases and hire purchase contracts
-
271
-
-

Other creditors
-
2,893
-
700

-
16,715
-
700


The group had 10 principal bank loans which attracted interest of between 2.5% and 5.45% above the BoE base rate and had fixed and floating charges over the assets of certain subsidiaries of the group.
Upon the subsidiaries leaving the group, the loans were disposed of.

Page 33

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£000
£000

Amounts falling due within one year

Bank loans
-
3,513

Other loans
-
3,976


-
7,489

Amounts falling due 1-2 years

Bank loans
-
1,604

Other loans
-
60

Amounts falling due 2-5 years

Bank loans
-
9,933

Other loans
-
898

Amounts falling due after more than 5 years

Bank loans
-
1,056

-
21,040



21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£000
£000

Within one year
-
193

Between 1-5 years
-
271

-
464

Page 34

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

22.


Deferred taxation


Group



2023


£000






At beginning of year
(171)


On disposal of subsidiairies
171



At end of year
-

The deferred taxation balance is made up as follows:

Group
Group
2023
2022
£000
£000

Accelerated capital allowances
-
(305)

Tax losses carried forward
-
129

Short term timing differences
-
5

-
(171)


23.


Provisions


Group



Dilapidations Provision
Warranty Provision
Total

£000
£000
£000





At 1 January 2023
688
881
1,569


Arising on business combinations
(688)
(881)
(1,569)



At 31 December 2023
-
-
-

The warranty provision is to cover the costs of future claims under warranties offered by the group that generally cover the products for a period of 10 years.
The dilapidation provisions are to cover future costs when the group vacates leased properties and decommissions other leased assets. 
Upon the subsidiaries leaving the group, the provisions were disposed of.

Page 35

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

24.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



920,646 (2022 - 920,646) Ordinary A shares of £0.01035 each
10
10
8,744,972 (2022 - 13,621,452) Ordinary shares of £0.64200 (2022 - £1 each) each
5,614
8,745

5,624

8,755

During the year, the company underwent a share capital reduction by cancelling and extinguishing the ordinary share capital to the extent of £0.358 on each ordinary share of £1 and therefore reducing the nominal value of the Ordinary shares to £0.642. The reduction of £3,130,622 was transferred to the distributable reserves.



25.


Reserves

Profit and loss account

Accumulated profit and losses less distributions paid.


26.


Exceptional items

2023
2022
£000
£000



Profit on disposal of subsidiaries
14,066
1,272

14,066
1,272

See note 27 for the details of the profit on disposal of subsidiaries during the year.

Page 36

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

27.


Discontinued operations

On 30 August 2023, a related party Amcomri Group Limited (now Amcomri Group Plc) ('AGL') acquired the share capital of certain subsidiaries of the company. The share capital in the entities were acquired by AGL via a capital reduction, followed by a dividend in specie. In addition, a share for share exchange took place. The consideration for the investment value held within the company was offset against the dividend in specie declared during the year. No physical cash consideration was transferred to the company.
The target group consists of the companies which now form part of the group headed by Amcomri Group Plc, which are:
 
Blundell Production Holdings Limited
Blundell Production Equipment Limited
IVS Swansea Limited
South Wales Industrial Valve Services Limited 
Amcomri 14 Limited
T P Matrix Limited
Etrac Limited
Etrac Trading Limited
Dunville Limited
J.A. Harrison & Company (Manchester) Limited
Premier Limpet Limited
Bex Design & Print Limited

£000


Non-cash proceeds
11,592

11,592

Net assets disposed of:


Intangible assets
(6,004)

Tangible fixed assets
(4,825)

Stocks
(6,305)

Debtors
(13,845)

Cash
(1,868)

Creditors
28,505

 
 
4,342


NCI disposed
1,434

Profit on disposal before tax
8,684

The net inflow of cash in respect of the sale of target group is as follows:

£000


Cash transferred on disposal
(1,868)

Net outflow of cash
(1,868)
Page 37

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

27. (continued)


Page 38

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

Page 39

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

Discontinued operation (continued)


On 11 October 2023 UK Windows & Doors Group Limited entered administration. 

£000

Net assets disposed of:


Intangible assets
746

Tangible fixed assets
(20,625)

Stocks
(8,962)

Debtors
(21,189)

Cash
(239)

Creditors
55,651

 
 
5,382

Profit on disposal before tax
5,382

The net outflow of cash in respect of the disposal of UK Windows & Doors Group Limited is as follows:

£000


Cash transferred on disposal
(239)

Net outflow of cash
(239)


28.


Contingent liabilities

The company and group had no contingent liabilities at 31 December 2023 or 31 December 2022.


29.


Capital commitments

The company and group had no capital commitments at 31 December 2023 or 31 December 2022.


30.


Related party transactions

During the year the group maintained balances with companies under common control. See note 16 and 18 for details of balances due at each reporting date.
During the year, the group charged £994k (2022 - £107k) to companies whose key management personnel include the ultimate controlling party of the group for management support services and recharged payroll and legal & professional costs incurred during the year.
Additionally, during the year, the group were charged £225k (2022 - £nil) by a company for recharged payroll and employment costs incurred. The company is related by virtue of common control. 

Page 40

 
Fawley Industrial Limited
 
 

Notes to the financial statements
For the year ended 31 December 2023

31.


Controlling party

The immediate and ultimate parent undertaking of the company is Amcomri Holdings Limited, a company incorporated in the British Virgin Islands. The largest group for which consolidated accounts are prepared is headed by Fawley Industrial Limited.
Paul McGowan is considered the ultimate controlling party due to his majority share holding in Amcomri Holdings Limited.

Page 41