Company registration number 12840685 (England and Wales)
ASPEN HOUSE HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Affinia (Colchester)
The Octagon Suite E2
2nd Floor Middleborough
Colchester
Essex
CO1 1TG
ASPEN HOUSE HOLDINGS LTD
COMPANY INFORMATION
Directors
Mr C G Napthine
Mr R D Napthine
Mrs R G Napthine
Mr R P Napthine
Mrs S Napthine
Mrs C Napthine
Company number
12840685
Registered office
Aspen House Stephenson Road
Severalls Industrial Park
Colchester
Essex
CO4 9QR
Auditor
Affinia (Colchester)
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
ASPEN HOUSE HOLDINGS LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Income statement
8
Group statement of comprehensive income
9
Group statement of financial position
10 - 11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 34
ASPEN HOUSE HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Principle Activity and Business Review
The principal activity of the group is that of supplying retail stores with security tagging systems and Goods Not For Resale (GNFR). The profit for the year, after taxation, amounted to £3,057,537 (2022: £822,313).
2023 represents an exceptionally strong year for the Group, driven by the expansion of tagging programmes by our existing customers and enhanced interest from new customers as the retail industry reacts to the widespread challenges of theft and organised retail crime.
The Group continues to invest in R&D as it strives to remain at the cutting edge of industry innovation, developing solutions that are Simpler, Safer and Sekura.
Within 2023, Sekura Global Holdings Ltd issued a share with the controlling voting rights to a Trust but with limited capital and income rights. This caused the accounts for FY23 to not fully consolidate the results of Sekura Global Holdings Ltd and Sekura Global LLC despite revenue in FY23 of £15.5m and net assets as at 31 December 2023 of £1.9m being attributable to these entities.
Key performance indicators
Gross Margin: 38% (2022: 31%)
Debtor Days: 59 days (2022: 57 days)
Revenue Growth: 2.6%
Looking Forward
The outlook remains very positive for the Group, with continued supportive market tailwinds and a large market which the Group is successfully challenging market leaders through premium quality products and service. The Group will continue to invest in new products to further consolidate this position and invest in resource to capture greater wallet share with key customers.
Mr C G Napthine
Director
15 April 2025
ASPEN HOUSE HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company and group continued to be that of supplying retail with security tagging systems and Goods Not For Resale (GNFR).
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £168,000. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr C G Napthine
Mr R D Napthine
Mrs R G Napthine
Mr R P Napthine
Mrs S Napthine
Mrs C Napthine
Financial instruments
Treasury operations and financial instruments
The Group’s finance function is responsible for managing the liquidity, interest and foreign currency risks associated with the Group’s activities.
The Group’s principal financial instruments include trade debtors and creditors arising directly from its operations and a GEF secured trade loan facility, the purpose of which is to finance working capital requirements. The group rarely enters into any hedging position.
Liquidity risk
The Group manages its cash and borrowing requirements in order to minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business. The Group engages in rigorous short and long term cashflow forecasting to ensure that financing facilities are available when needed.
Foreign currency risk
The group’s principal foreign currency exposure arises mainly from the repatriation of profits generated from overseas trading companies. The majority of the Group’s transactions by value are in US Dollars, both in terms of receipts from customers as well as payments to suppliers, meaning that the Group is well hedged naturally.
Credit risk
All customers who wish to trade on credit terms are subject to credit verification procedures and the Group retains a credit insurance policy to protect against bad debts. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
Overseas operations
The group includes companies registered in Canada, Australia and Germany with an associate in the USA.
Auditor
Affinia (Colchester) were appointed as auditor to the group and in accordance with section 487(2) of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
ASPEN HOUSE HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Disclosure in the strategic report
The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments of the group.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Business relationships
Securing new customers and maintaining long term client relationships with existing customers is vital to the success of the business. Suppliers are valued partners and hence our aim is to enter into and maintain strong and stable working relationships. We continue to improve all relations, established and new through regular contact and open conversations in respect of working conditions, design, productions and distribution.
On behalf of the board
Mr C G Napthine
Director
15 April 2025
ASPEN HOUSE HOLDINGS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements 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 ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ASPEN HOUSE HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ASPEN HOUSE HOLDINGS LTD
- 5 -
Disclaimer of opinion on financial statements
We were engaged to audit the financial statements of Aspen House Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the accompanying financial statements of the company and group.
Because of the significance of the matter 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
The financial statements for the year to 31 December 2023 include a disclaimer of opinion.
The basis of disclaimer of opinion is due to the issues and difficulty in obtaining sufficient audit evidence in relation to assets, liabilities, revenue and expenditure in the financial statements for the December 2023 and December 2022 periods. The issue has arisen due to the availability and aging of the underlying accounting records of the financial statements under review for the following subsidiaries of Aspen House Holdings Limited: Sekura Global Pty Ltd (Australia), Sekura Global GmbH (Germany), Sekura Retail Solutions Inc (Canada) & Sekura Global LLC (USA) which we have not been able to satisfy ourselves by alternative procedures.
As a result of these matters, we were unable to determine whether any adjustments may have been necessary to the financial statements and were unable to form an opinion on the them.
Opinions on other matters prescribed by the Companies Act 2006
Because of the significance of the matter 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:
• the information given in the strategic report and directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and directors’ report have been prepared in accordance with applicable legal requirements.
Other matters which we are required to address
The financial statements of the Company and Group for the year ended 31 December 2022 were not audited.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and Group and its environment obtained in the course of the audit performed subject to the pervasive limitation 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:
we have not obtained all the information and explanations that we considered necessary for the purposed 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:
ASPEN HOUSE HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ASPEN HOUSE HOLDINGS LTD
- 6 -
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Irregularities and instances of non compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. 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 on the financial statements.
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 engagement partner 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 identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the security wholesale trade sector;
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, environmental and health and safety legislation;
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including
obtaining an understanding of how fraud might occur, by:
Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
Considering the internal controls in place 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:
Performed analytical procedures to identify any unusual or unexpected relationships;
Tested journal entries to identify unusual transactions;
Reviewed the internal controls in place, specifically around payroll and bank transactions; and
Assessed whether judgements and assumptions made in determining the accounting estimates around depreciation were indicative of potential bias.
ASPEN HOUSE HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ASPEN HOUSE HOLDINGS LTD
- 7 -
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with the the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 matter described in the basis
for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to
provide a basis for an audit opinion on these financial statements. We are independent of the company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with
these requirements.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Shaun Roberts
Senior Statutory Auditor
For and on behalf of Affinia (Colchester)
16 April 2025
Chartered Accountants
Statutory Auditor
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
ASPEN HOUSE HOLDINGS LTD
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Year
Unaudited
ended
year ended
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2023
operations
operations
2022
Notes
£
£
£
£
£
£
Turnover
3
15,584,954
3,985,509
19,570,463
9,821,099
9,003,604
18,824,703
Cost of sales
(9,817,291)
(2,355,520)
(12,172,811)
(6,954,820)
(5,948,262)
(12,903,082)
Gross profit
5,767,663
1,629,989
7,397,652
2,866,279
3,055,342
5,921,621
Administrative expenses
(6,412,994)
(254,101)
(6,667,095)
(4,463,106)
(2,943,038)
(7,406,144)
Other operating income
5,059,368
-
5,059,368
2,244,909
278,772
2,523,681
Operating profit
4
4,414,037
1,375,888
5,789,925
648,082
391,076
1,039,158
Interest receivable and similar income
7
-
-
-
4
-
4
Interest payable and similar expenses
8
-
-
-
(36,839)
-
(36,839)
Amounts written off investments
9
(1,629,132)
-
(1,629,132)
57,572
-
57,572
Profit before taxation
2,784,905
1,375,888
4,160,793
668,819
391,076
1,059,895
Tax on profit
10
(1,058,477)
(44,779)
(1,103,256)
(127,832)
(69,585)
(197,417)
Profit for the financial year
1,726,428
1,331,109
3,057,537
540,987
321,491
862,478
Profit for the financial year is attributable to:
- Owners of the parent company
3,054,038
864,653
- Non-controlling interests
3,499
(2,175)
3,057,537
862,478
ASPEN HOUSE HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Year
Unaudited
ended
year ended
31 December
31 December
2023
2022
£
£
Profit for the year
3,057,537
862,478
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(133,866)
40,165
Currency translation (loss)/gain arising in the year
(346,979)
292,282
Cash flow hedges gain arising in the year
Other comprehensive income for the year
(480,845)
332,447
Total comprehensive income for the year
2,576,692
1,194,925
Total comprehensive income for the year is attributable to:
- Owners of the parent company
2,573,193
1,197,100
- Non-controlling interests
3,499
(2,175)
2,576,692
1,194,925
ASPEN HOUSE HOLDINGS LTD
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
Unaudited 2022
Notes
£
£
£
£
Fixed assets
Intangible assets
13
215,396
314,178
Tangible assets
14
465,653
130,214
Investments
15
299,411
299,410
980,460
743,802
Current assets
Stocks
18
2,726,022
3,861,277
Debtors
19
9,629,164
4,539,438
Cash at bank and in hand
603,948
591,370
12,959,134
8,992,085
Creditors: amounts falling due within one year
20
(4,522,488)
(2,873,773)
Net current assets
8,436,646
6,118,312
Total assets less current liabilities
9,417,106
6,862,114
Creditors: amounts falling due after more than one year
21
(105,799)
-
Provisions for liabilities
Deferred tax liability
24
68,613
28,112
(68,613)
(28,112)
Net assets
9,242,694
6,834,002
ASPEN HOUSE HOLDINGS LTD
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
2023
Unaudited 2022
Notes
£
£
£
£
- 11 -
Capital and reserves
Called up share capital
26
100
100
Other reserves
(10,679)
336,300
Profit and loss reserves
9,207,197
6,455,025
Equity attributable to owners of the parent company
9,196,618
6,791,425
Non-controlling interests
46,076
42,577
9,242,694
6,834,002
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 15 April 2025 and are signed on its behalf by:
15 April 2025
Mr C G Napthine
Director
Company registration number 12840685 (England and Wales)
ASPEN HOUSE HOLDINGS LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
Unaudited
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
15
101
101
Current assets
Cash at bank and in hand
100
100
Creditors: amounts falling due within one year
20
(101)
(101)
Net current liabilities
(1)
(1)
Net assets
100
100
Capital and reserves
Called up share capital
26
100
100
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £168,000 (2022 - £169,040 profit).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 15 April 2025 and are signed on its behalf by:
15 April 2025
Mr C G Napthine
Director
Company registration number 12840685 (England and Wales)
ASPEN HOUSE HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Currency translation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
100
44,018
5,719,247
5,763,365
44,752
5,808,117
Period ended 31 December 2022:
Profit for the period
-
-
864,653
864,653
(2,175)
862,478
Other comprehensive income:
Currency translation differences
-
292,282
40,165
332,447
-
332,447
Total comprehensive income
-
292,282
904,818
1,197,100
(2,175)
1,194,925
Dividends
12
-
-
(169,040)
(169,040)
-
(169,040)
Balance at 31 December 2022 unaudited
100
336,300
6,455,025
6,791,425
42,577
6,834,002
Year ended 31 December 2023:
Profit for the year
-
-
3,054,038
3,054,038
3,499
3,057,537
Other comprehensive income:
Currency translation differences
-
(346,979)
(133,866)
(480,845)
-
(480,845)
Total comprehensive income
-
(346,979)
2,920,172
2,573,193
3,499
2,576,692
Dividends
12
-
-
(168,000)
(168,000)
-
(168,000)
Balance at 31 December 2023
100
(10,679)
9,207,197
9,196,618
46,076
9,242,694
ASPEN HOUSE HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
100
100
Period ended 31 December 2022:
Profit and total comprehensive income for the period
-
169,040
169,040
Dividends
12
-
(169,040)
(169,040)
Balance at 31 December 2022 unaudited
100
100
Year ended 31 December 2023:
Profit and total comprehensive income
-
168,000
168,000
Dividends
12
-
(168,000)
(168,000)
Balance at 31 December 2023
100
100
ASPEN HOUSE HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Unaudited
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
1,382,683
342,399
Interest paid
(36,839)
Income taxes paid
(387,250)
(329,834)
Net cash inflow/(outflow) from operating activities
995,433
(24,274)
Investing activities
Purchase of intangible assets
(236,444)
(328,165)
Purchase of tangible fixed assets
(297,930)
(66,555)
Interest received
4
Net cash used in investing activities
(534,374)
(394,716)
Financing activities
Proceeds from issue of shares
249
(580)
Proceeds from new bank loans
-
1,234,977
Repayment of bank loans
(719,564)
-
Net cash (used in)/generated from financing activities
(719,315)
1,234,397
Net (decrease)/increase in cash and cash equivalents
(258,256)
815,407
Cash and cash equivalents at beginning of year
591,370
(224,037)
Cash and cash equivalents at end of year
333,114
591,370
Relating to:
Cash at bank and in hand
603,948
591,370
Bank overdrafts included in creditors payable within one year
(270,834)
-
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
1
Accounting policies
Company information
Aspen House Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Aspen House Stephenson Road, Severalls Industrial Park, Colchester, Essex, CO4 9QR.
The group consists of Aspen House Holdings Ltd and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;
Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues: Interest income/ expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 'Share based Payment': Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price for share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 'Related Party Disclosures': Compensation for key management personnel.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Aspen House Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.6
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.7
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
33.33% Straight Line
Development costs
33.33% Straight Line
Other intangibles
Patents 33.33% straight line
Website 20% straight line
1.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
20% - 25% Reducing Balance
Fixtures and fittings
10% - 33.33% Straight Line
Computers
10% - 33.33% Straight Line
Motor vehicles
25% Reducing Balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.9
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
1.10
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.11
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.12
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.13
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
1.18
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Turnover and other revenue
Unaudited
2023
2022
£
£
Turnover analysed by class of business
Sale of goods
18,436,050
17,423,428
Carriage
1,134,413
1,401,275
19,570,463
18,824,703
Unaudited
2023
2022
£
£
Turnover analysed by geographical market
UK
8,853,750
6,833,328
Europe
3,895,032
1,933,783
Australia
715,639
154,993
USA
4,003,490
8,716,830
Canada
2,083,800
1,017,264
Rest of World
18,752
168,505
19,570,463
18,824,703
Unaudited
2023
2022
£
£
Other revenue
Interest income
-
4
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
4
Operating profit
Unaudited
2023
2022
£
£
Operating profit for the year is stated after charging:
Exchange losses
14,740
196,664
Research and development costs
428,257
-
Depreciation of owned tangible fixed assets
52,504
41,098
Loss on disposal of tangible fixed assets
32,039
1,043
Amortisation of intangible assets
112,003
99,025
5
Auditor's remuneration
Unaudited
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,500
-
Audit of the financial statements of the company's subsidiaries
35,000
-
40,500
-
For other services
All other non-audit services
22,776
33,338
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
Number
Number
Number
Number
Management
10
9
-
-
Production and sales
24
21
-
-
Administration
15
16
-
-
Directors
6
6
6
6
Total
55
52
6
6
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 24 -
Their aggregate remuneration comprised:
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Wages and salaries
2,370,796
2,204,236
Social security costs
246,550
271,161
-
-
Pension costs
43,303
40,802
2,660,649
2,516,199
7
Interest receivable and similar income
Unaudited
2023
2022
£
£
Interest income
Interest on bank deposits
4
Unaudited
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
-
4
8
Interest payable and similar expenses
Unaudited
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
29,507
Other finance costs:
Other interest
-
7,332
Total finance costs
36,839
9
Amounts written off investments
Unaudited
2023
2022
£
£
Loss on disposal of investments held at fair value
(1,652,599)
-
Other gains and losses
23,467
57,572
(1,629,132)
57,572
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
10
Taxation
Unaudited
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
986,392
94,821
Adjustments in respect of prior periods
899
15,491
Total UK current tax
987,291
110,312
Foreign current tax on profits for the current period
75,464
75,469
Total current tax
1,062,755
185,781
Deferred tax
Origination and reversal of timing differences
40,501
11,636
Total tax charge
1,103,256
197,417
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Unaudited
2023
2022
£
£
Profit before taxation
4,160,793
1,059,895
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
1,040,198
201,380
Tax effect of expenses that are not deductible in determining taxable profit
6,458
6,798
Tax effect of income not taxable in determining taxable profit
(1,623)
Tax effect of utilisation of tax losses not previously recognised
(7,460)
(2,494)
Losses on discontinued operations not recognised
69,178
Adjustments in respect of prior years
(2,177)
(24,543)
Effect of change in corporation tax rate
(62,044)
-
Permanent capital allowances in excess of depreciation
(42,187)
(16,277)
Depreciation on assets not qualifying for tax allowances
12,980
7,692
Amortisation on assets not qualifying for tax allowances
118
4,732
Research and development tax credit
(5,774)
Effect of overseas tax rates
48,415
(1,224)
Under/(over) provided in prior years
899
15,491
40,501
11,636
Taxation charge
1,103,256
197,417
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
11
Discontinued operations
On 6th April 2023, the controlling share holding of Sekura Global Holdings Limited was acquired by SGH Discretionary Trust. Consequently, this sub group of Sekura Global Holdings Limited and its subsidiary Sekura Global LLC were no longer under control of Aspen House Holdings Limited.
Included in these financial statements are profits of £1,331,109 arising from the company's interests in Sekura Global LLC up to the date of its disposal.
12
Dividends
Unaudited
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
168,000
169,040
13
Intangible fixed assets
Group
Software
Development costs
Other intangibles
Total
£
£
£
£
Cost
At 1 January 2023
5,000
253,095
1,172,511
1,430,606
Additions
19,039
128,906
88,499
236,444
Disposals
(241,036)
(970,505)
(1,211,541)
Exchange adjustments
(6,990)
(6,990)
At 31 December 2023
24,039
133,975
290,505
448,519
Amortisation and impairment
At 1 January 2023
1,204
29,872
1,085,352
1,116,428
Amortisation charged for the year
6,065
42,539
63,399
112,003
Disposals
(24,104)
(970,505)
(994,609)
Exchange adjustments
(699)
(699)
At 31 December 2023
7,269
47,608
178,246
233,123
Carrying amount
At 31 December 2023
16,770
86,367
112,259
215,396
At 31 December 2022 unaudited
3,796
223,223
87,159
314,178
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
14
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
170,800
102,188
94,198
8,000
375,186
Additions
87,327
162,639
23,846
142,116
415,928
Disposals
(77,075)
(73,876)
(75,802)
(8,000)
(234,753)
Exchange adjustments
(1,336)
(1,336)
At 31 December 2023
179,716
190,951
42,242
142,116
555,025
Depreciation and impairment
At 1 January 2023
105,788
62,616
70,783
5,785
244,972
Depreciation charged in the year
18,247
19,853
13,850
554
52,504
Eliminated in respect of disposals
(74,905)
(60,183)
(65,414)
(6,339)
(206,841)
Exchange adjustments
(1,263)
(1,263)
At 31 December 2023
47,867
22,286
19,219
89,372
Carrying amount
At 31 December 2023
131,849
168,665
23,023
142,116
465,653
At 31 December 2022 unaudited
65,012
39,572
23,415
2,215
130,214
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2023
2022
2023
2022
£
£
£
£
Motor vehicles
141,700
15
Fixed asset investments
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
16
1
101
101
Unlisted investments
299,410
299,410
299,411
299,410
101
101
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Group
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2023
-
299,410
299,410
Additions
1
-
1
At 31 December 2023
1
299,410
299,411
Carrying amount
At 31 December 2023
1
299,410
299,411
At 31 December 2022 unaudited
-
299,410
299,410
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
101
Carrying amount
At 31 December 2023
101
At 31 December 2022 unaudited
101
16
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Sekura Management Limited
1
Ordinary
100.00
-
Sekura Global Limited
2
Ordinary
-
100.00
Clipper Retail Limited
3
Ordinary
-
100.00
Most Property Developments Limited
4
Ordinary
-
100.00
Sekura Global Pty Ltd
5
Ordinary
-
100.00
Sekura Global GmbH
6
Ordinary
-
100.00
Sekura Retail Solutions Inc
7
Ordinary
-
50.00
Registered office addresses:
1,2,3
Aspen House Stephenson Road, Severalls Industrial Park, Colchester, England, CO4 9QR
4
Studio House, Heckworth Close, Colchester, England, CO4 9TB
5
Level 6, 10 Herb Elliott Ave, Sydney Olympic Park, 2127, NSW, Australia
6
Alt-Heerdt 104, 40549 Dusseldorf, Germany
7
323 - 71 W 2nd Avenue, Vancouver, British Columbia, V5Y 0J7, Canada
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Subsidiaries
(Continued)
- 29 -
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Sekura Management Limited
22,653
168,000
Sekura Global Limited
5,468,730
2,735,220
Clipper Retail Limited
3,760,094
525,320
Most Property Developments Limited
200
-
Sekura Global Pty Ltd
(9,127)
27,836
Sekura Global GmbH
(69,850)
81,184
Sekura Retail Solutions Inc
92,151
9,475
17
Financial instruments
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
299,410
299,410
-
-
18
Stocks
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
615,714
623,706
-
-
Finished goods and goods for resale
2,110,308
3,208,403
Payments received on account
29,168
2,726,022
3,861,277
-
-
19
Debtors
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,423,727
3,476,950
Unpaid share capital
10,836
11,085
Corporation tax recoverable
165,771
92,079
Other debtors
5,771,685
634,585
Prepayments and accrued income
257,145
324,739
9,629,164
4,539,438
-
-
Included within other debtors are amounts due to related parties of £4,755,961 (2022: £379,217).
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
20
Creditors: amounts falling due within one year
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
786,247
1,234,977
Obligations under finance leases
23
12,199
Other borrowings
22
928
269
Trade creditors
853,718
649,445
Corporation tax payable
1,165,168
415,971
Other taxation and social security
743,525
398,288
-
-
Other creditors
39,588
(154,850)
101
101
Accruals and deferred income
921,115
329,673
4,522,488
2,873,773
101
101
Included within other creditors are amounts due from related parties of £4,000 (2022: £4,000).
A debenture created on 31 July 2011 over goodwill custom and connection, the right to use the name of Clipper Retail and benefit of the trade mark application is held by the Directors' of the company.
21
Creditors: amounts falling due after more than one year
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
23
105,799
A debenture created on 31 July 2011 over goodwill custom and connection, the right to use the name of Clipper Retail and benefit of the trade mark application is held by the Directors' of the company.
22
Loans and overdrafts
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Bank loans
515,413
1,234,977
Bank overdrafts
270,834
Other loans
928
269
787,175
1,235,246
-
-
Payable within one year
787,175
1,235,246
The bank loans are secured by fixed charges over goodwill custom and connection, the right to use the name of Clipper Retail and benefit of the trade mark application, held by the Directors of the company.
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
23
Finance lease obligations
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
25,922
In two to five years
129,097
155,019
-
-
-
Less: future finance charges
(37,021)
117,998
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 36 months. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
24
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Unaudited
Liabilities
liabilities
2023
2022
Group
£
£
Accelerated capital allowances
68,613
28,112
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
28,112
-
Charge to profit or loss
40,501
-
Liability at 31 December 2023
68,613
-
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
25
Retirement benefit schemes
Unaudited
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
43,303
40,802
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
26
Share capital
Unaudited
Unaudited
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
27
Operating lease commitments
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Unaudited
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Within one year
75,594
94,613
-
-
Between two and five years
117,257
92,706
-
-
In over five years
18,190
-
-
-
211,041
187,319
-
-
28
Related party transactions
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Unaudited
Unaudited
Sales
Sales
Purchases
Purchases
2023
2022
2023
2022
£
£
£
£
Group
Other related parties
137,559
-
301,129
124,152
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
28
Related party transactions
(Continued)
- 33 -
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
Unaudited
2023
2022
£
£
Group
Amounts owed to related parties
4,000
4,000
The following amounts were outstanding at the reporting end date:
Amounts due from related parties
Unaudited
2023
2022
Balance
Balance
£
£
Group
Amounts owed by related parties
4,755,961
379,217
29
Cash generated from group operations
Unaudited
2023
2022
£
£
Profit for the year after tax
3,057,537
862,478
Adjustments for:
Taxation charged
1,103,256
197,417
Finance costs
36,839
Investment income
(4)
Loss on disposal of tangible fixed assets
32,039
1,043
Amortisation and impairment of intangible assets
112,003
99,025
Depreciation and impairment of tangible fixed assets
52,504
41,098
Foreign exchange gains on cash equivalents
(474,481)
334,081
Other gains and losses
189,338
(57,572)
Movements in working capital:
Decrease/(increase) in stocks
1,135,255
(1,261,918)
(Increase)/decrease in debtors
(5,160,816)
500,716
Increase/(decrease) in creditors
1,336,048
(410,804)
Cash generated from operations
1,382,683
342,399
ASPEN HOUSE HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
30
Analysis of changes in net debt - group
1 January 2023
Cash flows
New finance leases
31 December 2023
£
£
£
£
Cash at bank and in hand
591,370
12,578
-
603,948
Bank overdrafts
(270,834)
-
(270,834)
591,370
(258,256)
-
333,114
Borrowings excluding overdrafts
(1,235,246)
718,905
-
(516,341)
Obligations under finance leases
-
24,118
(142,116)
(117,998)
(643,876)
484,767
(142,116)
(301,225)
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