Company registration number 13020394 (England and Wales)
POTTERS UK ACQUISITION COMPANY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
POTTERS UK ACQUISITION COMPANY LIMITED
COMPANY INFORMATION
Directors
R W Anderson
S H Randolph
J G M Ubbens
(Appointed 30 January 2024)
Secretary
Vistra Cosec Limited
Company number
13020394
Registered office
Suite 1
7th Floor 50 Broadway
London
SW1H 0BL
Auditor
Azets Audit Services
37 Albyn Place
Aberdeen
AB10 1JB
POTTERS UK ACQUISITION COMPANY LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 42
POTTERS UK ACQUISITION COMPANY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

In the year ended 31 December 2023 the Group achieved a turnover of $179.5m (2022 - $183.6m) and the adjusted EBITDA for 2023 was $27.3m which represents 15.2% of turnover (2022 - 14.5%).

 

The demand for product in the Highway Safety and the EGM markets is steady and expected to remain high in the foreseeable future. This has resulted in the Group generating stable financial results in both the current and prior periods.

Principal risks and uncertainties

The Group and Company face a variety of risks and uncertainties. The board consider the main risks and uncertainties to be:

Unpredictability of gas market

Natural gas is the leading input into our manufacturing process and our costs are influenced by both the condition of the gas market and the gas price. The significant volatility we have seen in recent years is likely to continue as a result of economic factors, such as Russia’s invasion of Ukraine and rising inflation.

Financial and treasury risks

The Group undertakes transactions in multiple currencies and manages working capital positions across a number of different markets and geographies. The Group actively monitors, evaluates and manages these currency, working capital, interest rate, cash flow and funding risks and exposures to ensure that all financial commitments can be met as they fall due. The group has related party debt with a US partner company in amount of $95.1m. This is not repayable until 2027. This is denoted in USD and is not subject to foreign exchange exposure. The group also utilises a small amount of available external facilities. However, these are not deemed material in the context of these financial statements.

All of the above mentioned risk factors should be considered in connection with any forward-looking statements in these financial statements.

 

In line with its treasury risk management policy, the Company has adopted a strategic approach to mitigate foreign exchange risk arising from loan notes receivable denominated in foreign currencies. To hedge the volatility in foreign exchange gains and losses that may arise from movements in exchange rates, the Company has issued preference shares denominated in the same foreign currencies and to the same notional value as the loan note receivables.

 

Under FRS 102, these preference shares are classified as financial liabilities in the statement of financial position. The resulting foreign exchange movements on these liabilities are expected to offset the corresponding movements on the receivable balances, thereby creating a natural hedge.

 

This economic hedge is designed to stabilise the profit and loss impact of foreign currency fluctuations and reduce volatility in reported earnings. While the hedge does not qualify for hedge accounting under FRS 102, the matching of currency denomination and value between the asset and liability provides a commercially effective mechanism for managing this risk.

Key performance indicators

The directors consider the key performance indicators of the business to be turnover, gross margin and adjusted EBITDA. The business is tracked by region and product line (note 3). This data is used to assist making decisions on the allocation of tools between our various business units, and future capex requirements.

 

2023
2022
Revenue
$179.5m
$183.6m
Adjusted EBITDA
$27.3m
$26.6m
% Adjusted EBITDA / Revenue
15.2%
14.5%
% Gross Profit Margin
23.1%
24.0%
POTTERS UK ACQUISITION COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Section 172 (1) Statement

During the financial year, the directors have complied with their duty to have regard to the matters in section 172 (1) (a)-(f) of the Companies Act 2006. The directors believe that they have acted in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole.

Stakeholder engagement

The directors consider that the key stakeholders of the Group are those impacted by the inputs and outputs of the Group, specifically these are (in no particular order): shareholders, customers, suppliers, employees, banks and financial institutions, government organisations and regulators. The Group, through the directors, engage with each stakeholder at the appropriate level of detail and frequency depending on their specific requirements and level of influence and interest. The directors use a variety of methods to do this, as described below.

Principal decisions

Principal decisions are those that are material to the Group and also to the above stakeholder groups. During the financial year, the Group has taken a number of operational and strategic decisions which the directors consider are for the benefit of the Group, with a view to promoting its long term success and sustainability. These include the review and approval of capital investment decisions, entry into new markets, review of acquisition targets and the preparation and review of the annual budget which drives the Group’s long-term strategy.

Employee involvement

In order to consider the interests of employees in key decisions, regular contact and exchanges of information between directors, managers and staff are maintained through a variety of channels. These mainly take the form of departmental meetings, the formation of project teams, internal and external training, workshops, seminars and performance appraisals.

The Group seeks to employ the best staff in each of its departments, from trading and operations through to finance, HR, legal, engineering and IT. Employees are integral to the success of the Group and performance is recognised accordingly.

Engaging with suppliers, service providers, customers and others

During the financial year, the directors have endeavoured to foster the Group’s mutually beneficial business relationships with suppliers, service providers, customers and others in a business relationship with the Group. This was achieved through positive interactions during meetings, written communication, telephone communications and site visits where necessary.

The Group is a leading supplier to government agencies, contractors, producers of road marking materials and industrial consumers.

The directors ensure that the Group acts responsibly, and in compliance with the applicable laws and regulations when sourcing commodities from third-party suppliers.

The Group’s supply chains include multinational, national, regional and local suppliers. Suppliers are critical partners to the Group’s commitment to deliver value and to operate in a manner that is responsible, transparent and respects the human rights of all.

The Group has set out expectations for ethical business practices, safety and health, human rights and environment in supplier standards, which apply to all of the Group’s suppliers and which the directors expect to incorporate into the Group’s supplier contracts. The Group undertakes due diligence of current and potential suppliers to understand their business practices.

On behalf of the board

R W Anderson
Director
25 July 2025
POTTERS UK ACQUISITION COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

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

Principal activities

The principal activity of the company is that of a holding company. The principal activity of the group is manufacture of products that are used to delineate roads and runways with highly reflective markings, improving safety by enhancing visibility at night and in poor weather. The group’s microspheres also serve as functional additives in industrial applications, including polymers and plastics, and in abrasive applications for metal surfaces.

Results and dividends

The results of the Group for the year are set out on page 9.

No ordinary dividends were paid nor are proposed to be paid.

Directors

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

R W Anderson
W Mayall
(Resigned 29 January 2024)
S H Randolph
J Ubbens
(Appointed 30 January 2024)
Energy and carbon report

The Group’s largest raw material is cullet, or recycled glass. The Group recycles ~1 billion pounds of glass per year. The Group's unique furnace technology enables the Group to be more energy efficient than competitors (10-40% less energy-intensive). The Group's products provide environmentally-friendly product substitutes to various industries.

The Group uses recycled glass as an input in the manufacturing of its glass microspheres which provides the following advantages:

During the reporting period, the group emitted a total of 747,114 mWh of energy and 152,013 tonnes of CO2e which is categorised as follows:

2023
2022
Energy consumption
mWh
mWh
Aggregate of energy consumption in the year
- Gas combustion
717,732
646,177
- Electricity purchased
29,382
27,037
747,114
673,214
POTTERS UK ACQUISITION COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
141,463
132,274
Scope 2 - indirect emissions
- Electricity purchased
10,550
12,079
Total gross emissions
152,013
144,353
Intensity ratio
Tonnes of C02e per tonne of stock produced
0.67
0.68
Quantification and reporting methodology

The group has used the GHG Reporting Protocol – Corporate Standard and have used the 2023 UK Government’s GHG Conversion Factors for Company Reporting. The group has used the location based method to report on energy consumption.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per stock produced which is the recommended ratio for the sector.

Correction of Streamlined Energy and Carbon Reporting (SECR) Disclosure

During the prior year’s SECR reporting, an administrative error resulted in the inclusion of energy consumption and carbon emissions data from plants located in the US segment of the wider Group, rather than solely from the UK Group entities required to report under SECR regulations. This error was limited to the selection of reporting sites and did not affect the accuracy or verification of energy consumption data collected at each individual site. The error was therefore in the scope of data included, not in the data measurement or calculation process. The misreporting relates exclusively to the SECR disclosures and has no impact on the Group’s financial statements, accounting estimates, or any other financial reporting.

 

The Group has reviewed and enhanced its data governance and reporting procedures to prevent recurrence and ensure that future SECR disclosures accurately reflect the UK Group’s operational footprint. Corrected SECR data for the prior period has been included in this year’s sustainability disclosures for completeness and transparency.

Statement of disclosure to auditor

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

On behalf of the board
R W Anderson
Director
25 July 2025
POTTERS UK ACQUISITION COMPANY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

POTTERS UK ACQUISITION COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF POTTERS UK ACQUISITION COMPANY LIMITED
- 6 -
Opinion

We have audited the financial statements of Potters UK Acquisition Company Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, 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).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

POTTERS UK ACQUISITION COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF POTTERS UK ACQUISITION COMPANY LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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 financial statements.

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

POTTERS UK ACQUISITION COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF POTTERS UK ACQUISITION COMPANY LIMITED
- 8 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Angus Cowie (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
27 July 2025
Chartered Accountants
Statutory Auditor
37 Albyn Place
Aberdeen
United Kingdom
AB10 1JB
POTTERS UK ACQUISITION COMPANY LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Year
Year
ended
ended
31 December
31 December
2023
2022
Notes
$'000
$'000
Turnover
3
179,538
183,625
Cost of sales
(138,001)
(139,585)
Gross profit
41,537
44,040
Administrative expenses
(31,567)
(35,082)
Other operating income
1,059
-
Operating profit
4
11,029
8,958
Interest receivable and similar income
8
221
33
Interest payable and similar expenses
9
(7,213)
(9,583)
Profit/(loss) before taxation
4,037
(592)
Tax on profit/(loss)
10
(2,517)
(5,089)
Profit/(loss) for the financial year
1,520
(5,681)
Profit/(loss) for the year is attributable to:
- Owners of the parent company
1,235
(5,914)
- Non-controlling interests
285
233
1,520
(5,681)
POTTERS UK ACQUISITION COMPANY LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Year
Year
ended
ended
31 December
31 December
2023
2022
$'000
$'000
Profit/(loss) for the year
1,520
(5,681)
Other comprehensive income/(expenditure)
Actuarial (loss)/gain on defined benefit pension schemes
(1,089)
3,183
Currency translation loss taken to retained earnings
(1,556)
(3,863)
Tax relating to other comprehensive income
(275)
(291)
Other comprehensive loss for the year
(2,920)
(971)
Total comprehensive loss for the year
(1,400)
(6,652)
Total comprehensive income/(loss) for the year is attributable to:
- Owners of the parent company
(1,685)
(6,885)
- Non-controlling interests
285
233
(1,400)
(6,652)
POTTERS UK ACQUISITION COMPANY LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
$'000
$'000
$'000
$'000
Fixed assets
Goodwill
11
36,355
41,548
Other intangible assets
11
12,895
14,408
Total intangible assets
49,250
55,956
Tangible assets
12
72,998
73,327
Investments
13
118
115
122,366
129,398
Current assets
Stocks
16
43,024
40,240
Debtors
17
37,352
37,633
Cash at bank and in hand
21,285
23,009
101,661
100,882
Creditors: amounts falling due within one year
18
(36,677)
(42,884)
Net current assets
64,984
57,998
Total assets less current liabilities
187,350
187,396
Creditors: amounts falling due after more than one year
19
(156,564)
(100,968)
Provisions for liabilities
Deferred tax liability
21
12,571
15,374
(12,571)
(15,374)
Net assets excluding pension liability
18,215
71,054
Defined benefit pension liability
22
(6,173)
(4,763)
Net assets
12,042
66,291
Capital and reserves
Called up share capital
23
-
0
-
0
Share premium account
24
-
0
67,505
Profit and loss reserves
25
10,797
(2,283)
Equity attributable to owners of the parent company
10,797
65,222
Non-controlling interests
1,245
1,069
12,042
66,291
POTTERS UK ACQUISITION COMPANY LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 25 July 2025 and are signed on its behalf by:
25 July 2025
R W Anderson
Director
POTTERS UK ACQUISITION COMPANY LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
$'000
$'000
$'000
$'000
Fixed assets
Investments
13
92,137
94,637
Current assets
Debtors
17
58,135
56,138
Cash at bank and in hand
226
23
58,361
56,161
Creditors: amounts falling due within one year
18
(221)
-
Net current assets
58,140
56,161
Total assets less current liabilities
150,277
150,798
Creditors: amounts falling due after more than one year
19
(148,983)
(95,356)
Net assets
1,294
55,442
Capital and reserves
Called up share capital
23
-
0
-
0
Share premium account
24
-
0
67,505
Profit and loss reserves
25
1,294
(12,063)
Total equity
1,294
55,442

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $1,408k (2022 - $9,124k loss).

The financial statements were approved by the board of directors and authorised for issue on 25 July 2025 and are signed on its behalf by:
25 July 2025
R W Anderson
Director
Company registration number 13020394
POTTERS UK ACQUISITION COMPANY LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 January 2022
-
0
67,505
4,602
72,107
908
73,015
Year ended 31 December 2022:
Loss for the year
-
-
(5,914)
(5,914)
233
(5,681)
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
3,183
3,183
-
3,183
Currency translation differences
-
-
(3,863)
(3,863)
-
(3,863)
Tax relating to other comprehensive income
-
-
(291)
(291)
-
(291)
Total comprehensive loss
-
-
(6,885)
(6,885)
233
(6,652)
Dividends
-
-
-
-
(72)
(72)
Balance at 31 December 2022
-
0
67,505
(2,283)
65,222
1,069
66,291
Year ended 31 December 2023:
Profit for the year
-
-
1,235
1,235
285
1,520
Other comprehensive income:
Actuarial losses on defined benefit plans
-
-
(1,089)
(1,089)
-
(1,089)
Currency translation differences
-
-
(1,556)
(1,556)
-
(1,556)
Tax relating to other comprehensive income
-
-
(275)
(275)
-
(275)
Total comprehensive income
-
-
(1,685)
(1,685)
285
(1,400)
Dividends
-
-
-
-
(109)
(109)
Share premium reduction
24
-
(67,505)
67,505
-
-
-
Issue of preference shares
20
-
-
(52,740)
(52,740)
-
(52,740)
Balance at 31 December 2023
-
0
-
0
10,797
10,797
1,245
12,042
POTTERS UK ACQUISITION COMPANY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
$'000
$'000
$'000
$'000
Balance at 1 January 2022
-
0
67,505
(2,939)
64,566
Year ended 31 December 2022:
Total comprehensive loss for the year
-
-
(9,124)
(9,124)
Balance at 31 December 2022
-
0
67,505
(12,063)
55,442
Year ended 31 December 2023:
Total comprehensive income for the year
-
-
(1,408)
(1,408)
Share premium reduction
24
-
(67,505)
67,505
-
Issue of preference shares
20
-
-
(52,740)
(52,740)
Balance at 31 December 2023
-
0
-
0
1,294
1,294
POTTERS UK ACQUISITION COMPANY LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
2023
2022
Notes
$'000
$'000
$'000
$'000
Cash flows from operating activities
Cash generated from operations
29
23,349
17,815
Interest paid
(6,320)
(9,133)
Income taxes paid
(7,603)
(3,669)
Net cash inflow from operating activities
9,426
5,013
Investing activities
Purchase of tangible fixed assets
(8,862)
(7,830)
Proceeds from disposal of tangible fixed assets
-
1,548
Interest received
170
-
0
Other income received from investments
51
33
Net cash used in investing activities
(8,641)
(6,249)
Financing activities
Repayment of debentures
(383)
(915)
Proceeds from borrowings
95
-
Repayment of borrowings
-
(177)
Repayment of bank loans
-
(3,057)
Dividends paid to non-controlling interests
(109)
(72)
Net cash used in financing activities
(397)
(4,221)
Net increase/(decrease) in cash and cash equivalents
388
(5,457)
Cash and cash equivalents at beginning of year
23,009
27,581
Effect of foreign exchange rates
(2,112)
885
Cash and cash equivalents at end of year
21,285
23,009
POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
1
Accounting policies
Company information

Potters UK Acquisition Company Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0BL.

 

The Group consists of Potters UK Acquisition Company Limited and all of its subsidiaries ("the Group"). See note 14 for a list 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 USD ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $1,000.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. 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:

 

POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
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 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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company, Potters UK Acquisition Company Limited, together with all entities controlled by the parent company (its subsidiaries).

 

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 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. Subsidiaries acquired during the year are consolidated using the purchase method. Where a non-controlling interest in a subsidiary exists their share of the profits and post-acquisition reserves is calculated based upon their percentage ownership of the subsidiary.

POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.4
Going concern

The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the following reasons.

 

The Group’s business activities, along with factors likely to affect its future developments are set out in the Strategic Report on page 1.

 

The directors have prepared projected cashflow information for the twelve months from the date of approval of these financial statements, including possible downside scenarios, which principally reflect the risk of lower than forecast sales, alongside an increase in energy prices. The directors consider that the net funds currently available will provide sufficient liquidity to finance the Group for the next twelve months under both their base and downside scenarios. The forecast for the business looks stable with moderate growth expected over the next several years, with the Group expecting to generate positive cash flows. Where necessary, the Group is in a position to obtain finance via intercompany loans to fund growth in the future.

 

The Group has considerable net funds, holding a cash balance of $21.3m at the year-end. The Group continues to trade strongly with flagship customers and holds a significant investment in stock. No repayment on the debenture loan balance of $97.1m is due until 2027.

As a consequence, the directors believe that the Group is well placed to manage its business risks successfully and will have sufficient funds to continue to meets its liabilities as they fall due for at least twelve months from the date of approval of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the annual report and 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.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.8
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:

Developed Technology
10 years straight line
Trademarks
25 years straight line
1.9
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:

Land and Buildings
10 - 40 years straight line
Plant and equipment
2 - 20 years straight line
Software
4 years straight line
Motor vehicles
2 - 10 years straight line

Freehold land is not depreciated.

 

Assets are only depreciated from the point at which they are brought into use. As such, assets under construction are not depreciated. Once brought into use the asset is transferred to the relevant asset class and depreciation commences.

 

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 profit and loss account.

1.10
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 and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

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

POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.11
Impairment of 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

 

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

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

1.12
Stocks

Stocks are stated at the lower of cost and 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. Labour and fixed production overheads absorbed are calculated based on best estimates of actual production costs and production employees. Warehouse costs have been calculated relating to floor space.

 

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.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
1.14
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 balance sheet 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.

Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
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.

 

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.

1.15
Equity instruments

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

1.16
Taxation

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

Current tax

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

Deferred tax

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

 

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

POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -
1.17
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.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The group operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

 

The liability recognised in the balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled

 

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

 

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

 

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

 

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

 

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

1.19
Leases

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

POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
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.

Critical judgements

The critical judgements that the directors have made in the process of applying the company’s policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below:

Assessing indicators of impairment

In assessing whether there have been any indicators of impairments of assets, including intangible assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.

 

Where an indication of impairment does exist, the directors will carry out an impairment review to determine the recoverable amount, which is the value in use. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the asset or the cash generating unit and a suitable discount rate in order to calculate present value.

 

There have been no material indicators of impairments identified during the current financial year.

Defined benefit pension obligations

The group operates a number of defined benefit pension plans. These are held in subsidiaries in the following locations; Belgium, France, Belgium, Japan and the United Kingdom. The estimation of the defined benefit obligation liabilities depends on such factors as life expectancy of the members, future inflation assumptions and the discount rate used to calculate the present value of the liabilities. The group uses previous experience and impartial actuarial advice to select the values of these critical estimates. The estimates adopted, and the sensitivity of key estimates, are disclosed in note 22.    

3
Turnover
2023
2022
$'000
$'000
Turnover analysed by class of business
Highway safety and construction
119,301
113,527
Packaging and engineered plastics
40,806
44,314
Industrial and process chemicals
19,174
21,851
Consumer products
149
973
Natural resources
108
2,960
179,538
183,625
POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover
(Continued)
- 26 -
2023
2022
$'000
$'000
Turnover analysed by geographical market
Europe
91,976
100,982
Asia Pacific
48,285
45,611
Canada
22,309
21,101
Latin America
16,968
15,931
179,538
183,625
4
Operating profit
2023
2022
$'000
$'000
Operating profit for the period is stated after charging/(crediting):
Exchange (gains)/losses
(2,552)
4,686
Research and development costs
13
19
Depreciation of owned tangible fixed assets
9,609
11,598
Loss/(profit) on disposal of tangible fixed assets
53
(252)
Amortisation of intangible assets
6,706
6,706
Provision for stock impairment
88
557
Operating lease charges
364
419
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and its associates:
$'000
$'000
For audit services
Audit of the financial statements of the group and company
267
237
Audit of the financial statements of the company's subsidiaries
57
47
324
284
For other services
All other non-audit services
66
61
POTTERS UK ACQUISITION COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
6
Employees

The company had no employees during 2023 or 2022.

 

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

2023
2022
Number
Number
Management
5
7
Production and distribution
397
406
Administration
110
99
Total
512
512

Their aggregate remuneration comprised:

Group
2023
2022
$'000
$'000
Wages and salaries
29,020
28,194
Social security costs
2,942
2,802
Pension costs
292
141
32,254
31,137
7
Directors' remuneration

 

The Group directors do not take any remuneration via the worldwide group headed by Potters UK Acquisition Company Limited. Instead they are remunerated by the Group's ultimate parent in the USA. The Company incurs management charges from the US group of companies as disclosed in note 27, which includes an element for cost of services provided by the directors, however as it is not possible to reasonably segregate such costs from the overall management charge, no disclosure is provided of the total remuneration cost incurred by the Group.

9
Interest payable and similar expenses
2023
2022
$'000
$'000
Total interest expense on financial liabilities not measured at FVTPL
Interest payable to group undertakings
6,091
8,967
Other interest
229
152
6,320
9,119
Net interest on the net defined benefit obligation
893
464
7,213
9,583
- 28 -
10
Taxation
2023
2022
$'000
$'000
Current tax
Foreign current tax on profits for the current period
4,802
5,277
Deferred tax
Origination and reversal of timing differences
(2,285)
(188)
Total tax charge
2,517
5,089

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

2023
2022
$'000
$'000
Profit/(loss) before taxation
4,037
(592)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
950
(112)
Tax effect of expenses that are not deductible in determining taxable profit
1,298
1,300
Change in unrecognised deferred tax assets
(145)
3,126
Effect of overseas tax rates
483
1,399
Other adjustments
(236)
(804)
Foreign tax suffered
167
180
Taxation charge
2,517
5,089

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2023
2022
$'000
$'000
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
275
291

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 December 2023, the current weighted averaged tax rate was 23.52%.

 

Accordingly, all deferred tax balances at the reporting date are therefore measured at 25%, except for overseas deferred tax balances which are recognised at the applicable local rate of tax.

- 29 -
11
Intangible fixed assets
Group
Goodwill
Developed Technology
Trademarks
Total
$'000
$'000
$'000
$'000
Cost
At 1 January 2023 and 31 December 2023
51,930
13,561
3,937
69,428
Amortisation and impairment
At 1 January 2023
10,382
2,768
322
13,472
Amortisation charged for the year
5,193
1,356
157
6,706
At 31 December 2023
15,575
4,124
479
20,178
Carrying amount
At 31 December 2023
36,355
9,437
3,458
49,250
At 31 December 2022
41,548
10,793
3,615
55,956
The company had no intangible fixed assets at 31 December 2023 (2022 - nil).

The Group tests cash generating units ("CGU's"), including goodwill allocated to the CGU, annually for impairment. Goodwill and CGU's are assessed for impairment by comparing the carrying values with the value-in-use calculation, which is determined by calculating the net present value ("NPV") of future cashflows arising from the original acquired business.

 

12
Tangible fixed assets
Group
Land and Buildings
Assets under construction
Plant and equipment
Software
Motor vehicles
Total
$'000
$'000
$'000
$'000
$'000
$'000
Cost
At 1 January 2023
41,715
2,769
49,271
1,285
452
95,492
Additions
978
1,850
5,943
24
67
8,862
Disposals
(207)
-
0
(2,254)
(78)
-
0
(2,539)
Transfers
-
0
(1,372)
1,372
-
0
-
0
-
0
Exchange adjustments
242
177
624
27
30
1,100
At 31 December 2023
42,728
3,424
54,956
1,258
549
102,915
Depreciation and impairment
At 1 January 2023
2,012
-
0
19,869
34
250
22,165
Depreciation charged in the year
983
-
0
8,289
188
149
9,609
Eliminated in respect of disposals
(207)
-
0
(2,254)
(78)
-
0
(2,539)
Exchange adjustments
71
-
0
586
14
11
682
At 31 December 2023
2,859
-
0
26,490
158
410
29,917
Carrying amount
At 31 December 2023
39,869
3,424
28,466
1,100
139
72,998
At 31 December 2022
39,703
2,769
29,402
1,251
202
73,327
12
Tangible fixed assets
(Continued)
- 30 -
The company had no tangible assets at 31 December 2023 (2022 - nil).

The carrying value of land, included within land and buildings above, comprises:

Group
Company
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Freehold land
25,426
25,355
-
0
-
0

 

- 31 -
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
$'000
$'000
$'000
$'000
Investments in subsidiaries
14
-
0
-
0
92,137
94,637
Investments in associates
15
118
115
-
0
-
0
118
115
92,137
94,637

 

Movements in fixed asset investments
Group
Shares in associates
$'000
Cost or valuation
At 1 January 2023
115
Valuation changes
3
At 31 December 2023
118
Carrying amount
At 31 December 2023
118
At 31 December 2022
115
Movements in fixed asset investments
Company
Shares in subsidiaries
$'000
Cost or valuation
At 1 January 2023
94,637
Capital return of investment
(2,500)
At 31 December 2023
92,137
Carrying amount
At 31 December 2023
92,137
At 31 December 2022
94,637
- 32 -
14
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Potters Netherlands Holdings II B.V.
Netherlands (1)
Holding company
Ordinary
100.00
-
Potters International Holdings S.a.r.l.
Luxembourg (2)
Holding company
Ordinary
100.00
-
Potters Canada Holding Company
Canada (3)
Holding company
Ordinary
100.00
-
Potters Germany Holdings GmbH
Germany (4)
Holding company
Ordinary
100.00
-
Potters Australia Holdings Pty Ltd
Australia (5)
Holding company
Ordinary
100.00
-
Potters Industries Pty Ltd
Australia (6)
Glass manufacturer
Ordinary
-
100.00
Potters Thailand Limited
Thailand (7)
Glass manufacturer
Ordinary
-
75.00
Potters Canada Holding II Company
Canada (3)
Holding company
Ordinary
-
100.00
PNA Partnership
Canada (8)
Glass manufacturer
Ordinary
-
100.00
Potters-Ballotini Co. Ltd
Japan (9)
Glass manufacturer
Ordinary
-
100.00
Glass Beads S.A.
Argentina (10)
Glass manufacturer
Ordinary
-
100.00
Ballotini Panamerican S. de R.I. de C.V.
Mexico (11)
Glass manufacturer
Ordinary
-
100.00
Potters Industrial Ltda.
Brazil (12)
Glass manufacturer
Ordinary
-
100.00
Sovitec Mondial S.A.
Belgium (13)
Holding company
Ordinary
-
100.00
Sovitec Belgium S.A.
Belgium (13)
Glass manufacturer
Ordinary
-
100.00
Beads Belgium S.A.
Belgium (13)
Glass manufacturer
Ordinary
-
100.00
Potters Netherlands B.V.
Netherlands (1)
Holding company
Ordinary
-
100.00
Sovitec International B.V.
Netherlands (14)
Holding company
Ordinary
-
100.00
Potters Ballotini Acquisition GmbH
Germany (15)
Holding company
Ordinary
-
100.00
Potters Ballotini GmbH
Germany (15)
Glass manufacturer
Ordinary
-
100.00
Sovitec Iberica S.A.
Spain (16)
Glass manufacturer
Ordinary
-
100.00
Interminglass Holding Sp. Z.o.o.
Poland (17)
Holding company
Ordinary
-
100.00
Interminglass Sp. Z.o.o.
Poland (17)
Glass manufacturer
Ordinary
-
100.00
Northern Cullet Limited
UK (18)
Glass manufacturer
Ordinary
-
100.00
Potters-Ballotini Limited
UK (18)
Societe de Recylage Des Produits Verriers Industriel S.A.S.
Ordinary
-
100.00
Societe de Recylage Des Produits Verriers Industriel S.A.S.
France (19)
Glass manufacturer
Ordinary
-
100.00
Sovitec France S.A.S.
France (20)
Glass manufacturer
Ordinary
-
100.00
Potters Ballotini S.A.S.
France (21)
Glass manufacturer
Ordinary
-
100.00
14
Subsidiaries
(Continued)
- 33 -

The registered office address for the subsidiaries is:

 

(1) De Brand 24 3823 LJ, Amersfoort, The Netherlands

(2) 5, rue Guillaume Kroll, L-1882, Luxembourg

(3) 1959 Upper Water Street, Suite 900, Halifax, N.S. B3J3N2, Canada

(4) c/o Cormoron GmbH, Am Zirkus 2, 10117, Berlin

(5) c/o Minter Ellison, Governor Macquarie Tower, 1 Farrer Place, Sydney, NSW 2000

(6) 100-102 Boundary Road, Laverton, Victoria 3028, Australia

(7) 131/1 Moo 4 Rattanakosin, 200 Pee Road (Bagna-Trad km 29), Tambol Bangbor, Amphur Bangbor, Samutprakarn, 10560 Thailand

(8) 1959 Upper Water Street, No. 800 Halifax N.S. B3J3N2, Canada

(9) 254-36 Shimokawarazaki, Tsukuba City Ibaraki Prefecture 300-2662, Japan

(10) Av. del Libertador 498, 13th Floor, South City of Buenos Aires, Argentina

(11) Avenida Carr. Mexico-Pachuca Km. 29.5 Santo Tomas Chiconautla, Estado de Mexico C.P. 55068, Mexico

(12) Avenida Prefeito Sa Lessa, 381 Distrito Industrial Fazenda Botafogo 21.530-040, Rio De Janeiro, Brazil

(13) Avenue du Marquis 4 6220 Fleurus, Belgium

(14) Heemsteedseweg 22 3992 LS Houten, Netherlands

(15) Morschheimer Straße 11 D-67292 Kirchheimbolanden, Germany

(16) PI Santa Rita, C.Acustica 10-12 08755 Castellbisal, Spain

(17) PL-58-309 Walbrzch VI. Wroclawska 16, Poland

(18) Pontefract Road, Barnsley, South Yorkshire, S71 1HJ

(19) Rue Louis Bleriot Za Du Fief Du Roy 16100, Chateaubernard, France

(20) S.I. Ste Agathe, Rue Lavoisier 57192, Florange, France

(21) Z.I. du Pont Panay BP67 03500 St. –Pourcain-sur Sioule, France

During the year, it was decided that the four Australian subsidiaries would be merged into another group undertaking, Potters Industries Pty Ltd. The four entities which were merged were Potters Chemicals Holdings Australia Pty Ltd, Potters Industries Acquisition Pty Ltd, Potters Chemicals Pty Ltd and Potters Australia Acquisition Pty Ltd. These four entities were deregistered and all their assets and liabilites were merged into Potters Industries Pty Ltd.

15
Associates

Details of associates at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Associacion para el Estudiode las Technologias de Equipmiento de Carreteras S.a.
Spain (1)
Holding company
Ordinary
0
22

The registered office address for the associate is:

 

(1) Calle Isaac Peral, 1, 28914, Leganes, Madrid, Spain

16
Stocks
Group
Company
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Raw materials and consumables
12,456
10,705
-
-
Work in progress
200
293
-
-
Finished goods and goods for resale
30,368
29,242
-
0
-
0
43,024
40,240
-
-

Stocks are stated after provisions for impairment of $645k (2022 - $557k).

- 34 -
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
$'000
$'000
$'000
$'000
Trade debtors
24,966
26,608
-
-
0
VAT recoverable
5,522
4,162
Income tax recoverable
824
570
-
0
-
0
Amounts owed by group undertakings
425
1,020
-
-
Other debtors
784
1,178
-
0
-
0
Prepayments and accrued income
819
524
-
0
-
0
33,340
34,062
-
-

Trade debtors are stated after provisions for impairment of $839k (2022 - $604k).

Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
58,135
56,138
Other debtors
466
427
-
0
-
0
466
427
58,135
56,138
Deferred tax asset (note 21)
3,546
3,144
-
0
-
0
4,012
3,571
58,135
56,138
Total debtors
37,352
37,633
58,135
56,138
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Trade creditors
13,961
14,918
-
0
-
0
Accruals and deferred income
9,940
11,995
-
0
-
0
Amounts owed to group undertakings
7,561
10,148
221
-
0
Corporation tax payable
2,600
3,952
-
0
-
0
Other taxation and social security
2,524
1,780
-
-
Other creditors
91
91
-
0
-
0
36,677
42,884
221
-
19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
$'000
$'000
$'000
$'000
Debenture loans
20
96,957
97,340
95,113
95,356
Other borrowings
20
57,185
3,220
53,870
-
0
Other creditors
2,422
408
-
0
-
0
156,564
100,968
148,983
95,356
19
Creditors: amounts falling due after more than one year
(Continued)
- 35 -

Borrowings are secured as described in note 20.

20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Debenture loans
96,957
97,340
95,113
95,356
Other borrowings
3,315
3,220
-
0
-
0
Preference shares
53,870
-
0
53,870
-
0
154,142
100,560
148,983
95,356
Payable after one year
154,142
100,560
148,983
95,356

There is $3,315k outstanding on a working capital line of credit with a maturity of up to 90 days after borrowings are made on the line. Interest rates for each line of credit are based on a 1 to 9 month EURIBOR rates (not lower than 0) plus a margin that can range between 1.05% to 2.75%.

 

Loans and guarantees under the credit agreement are secured by a first priority security interest on properties belonging to subsidiaries and located in Fleurus, Belgium and Florange, France. They are further secured against 100% of the shares in Sovitec International B.V. The credit agreement contains various non-financial and financial covenants; each limits the ability of certain subsidiary companies to incur certain indebtedness or liens, merge, consolidate or liquidate, dispose of certain property, make investments, or declare and pay dividends. The Group was in compliance with all such requirements as at 31 December 2023 and as at 31 December 2022.

The Group also has several loan notes payable which are denominated in Japanese Yen, which enables the Group to borrow up to 250,000k Japanese Yen. Borrowings incur interest at either TIBOR ("Tokyo Interbank Offered Rate"), plus a margin or the short-term prime rate. The borrowing rate was 0.67% and 0.58% as at 31 December 2023 and as at 31 December 2022, respectively. Borrowings under the agreement are payable at the option of the Group throughout the term of the agreements. Borrowings outstanding under these arrangements were $1,844k and $1,984k as at 31 December 2023 and as at 31 December 2022, respectively.

 

Debenture loans within the Parent company represent $95,113k secured USD loan notes with maturity in 2027 and carrying interest (at a fixed rate of 4.25% plus a variable rate LIBOR 6M not lower than 0.75%). At the balance sheet date, the balance comprises $91,223k of principle and $3,890k of accrued interest. This loan is listed on The International Stock Exchange ("TISE").

On 5 December 2023, the company issued 71,660,829 preference shares to Potters Acquisition Holdings (Jersey) Limited. These preference shares were treated as fully paid up out of the credit standing in the profit and loss reserve. These shares entitle the holder to a fixed dividend per annum and are redeemable at the earlier of an exit event or on demand by the shareholder. In accordance with FRS 102 Section 22: Liabilities and Equity, the preference shares have been classified as financial liabilities, as the terms of the instrument impose on the company a contractual obligation to deliver cash, either upon an exit event or at the request of the holder.

 

The preference shares are therefore included within loans and overdrafts in the statement of financial position. As at the reporting date, the liability relating to these shares amounted to $53,870k.

- 36 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
$'000
$'000
$'000
$'000
Accelerated capital allowances
4,661
5,958
-
-
Tax losses
-
-
1,603
1,867
Provisions
-
-
1,943
1,277
Retirement benefit obligations
78
503
-
-
Overseas tax basis differences
4,608
5,348
-
-
Intangible assets
3,224
3,565
-
-
12,571
15,374
3,546
3,144
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
$'000
$'000
Liability at 1 January 2023
12,230
-
Credit to profit or loss
(2,285)
-
Credit to other comprehensive income
(920)
-
Liability at 31 December 2023
9,025
-

The deferred tax asset set out above relates to the utilisation of tax losses against future expected profits.

In addition to the deferred tax asset above, the Group has additional unrecognised gross tax losses of $137.5m.

Deferred tax assets and liabilities are carried at the rate prevailing in the jurisdiction in which they arise.

22
Retirement benefit schemes
2023
2022
Defined contribution schemes
$'000
$'000
Charge to profit or loss in respect of defined contribution schemes
140
(47)

The group operates defined contribution pension schemes for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. At the reporting date, the group owed $178k (2022 - $165k) to the scheme and this amount is included within accruals and deferred income.

 

The company does not operate a defined contribution pension scheme.

22
Retirement benefit schemes
(Continued)
- 37 -
Defined benefit schemes

Seven subsidiaries operate defined benefit pension schemes for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

The company does not operate a defined benefit pension schemes.

 

Under the defined pension benefit schemes, employees are entitled to retirement benefits varying between 1% and 70% of final salary on attainment of a retirement age of 60-67, depending on location and employee-specific contracts. No other post retirement benefits are provided.

 

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 31 December 2023 by Carlos Sauri Campos, in respect of Ballotini Panamerican S. de R.I. de CV, by Broadstone Consultants and Actuaries Limited, in respect of Potters-Ballotini Limited, and by Mercer for all other subsidiaries operating defined benefit schemes. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.

2023
2022
Key assumptions
%
%
Discount rate
4.2
4.5
Expected rate of increase of pensions in payment
0.9
0.9
Expected rate of salary increases
3.2
4.7
Expected return on plan assets at period end
2.1
2.8
Inflationary factors
0.5
0.5
Mortality assumptions
2023
2022
The underlying mortality table assumption is detailed below:
Ballotini Panamericana S.A.
EMSSA 09
EMSSA 09
Potters Ballotini Ltd.
S3PA
S3PA
Potters Ballotini Co., Ltd.
MHLW2020
MHLW2020
Potters Ballotini GmbH
Heubeck 2018G
Heubeck 2018G
Sovitec France S.A.S.
TGHF05
TGH TGF 05
Sovitec Belgium S.A.
MR/FR -3
MR/FR -3
Beads Belgium S.A.
MR/FR -3
MR/FR -3

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

2023
2022
Group
$'000
$'000
Present value of defined benefit obligations
23,240
20,787
Fair value of plan assets
(17,067)
(16,024)
Deficit in scheme
6,173
4,763
22
Retirement benefit schemes
(Continued)
- 38 -
Group
2023
2022

Amounts recognised in the profit and loss account

$'000
$'000
Current service cost
133
166
Net interest on net defined benefit liability/(asset)
893
464
Other costs and income
(6)
(7)
Total costs
1,020
623
Group
2023
2022

Amounts taken to other comprehensive income

$'000
$'000
Return on scheme assets excluding interest income
(444)
4,854
Actuarial changes related to obligations
1,533
(8,037)
Total expense/(income)
1,089
(3,183)
Group
2023

Movements in the present value of defined benefit obligations

$'000
Liabilities at 1 January 2023
20,789
Current service cost
133
Plan introductions, changes, curtailments and settlements
(100)
Benefits paid
(771)
Contributions from scheme members
4
Actuarial gains and losses
1,534
Interest cost
893
Movements in foreign exchange
758
At 31 December 2023
23,240
Group
2023

The defined benefit obligations arise from plans funded as follows:

$'000
Wholly unfunded obligations
-
Wholly or partly funded obligations
23,240
23,240
22
Retirement benefit schemes
(Continued)
- 39 -
Group
2023

Movements in the fair value of plan assets

$'000
Fair value of assets at 1 January 2023
16,024
Return on plan assets (excluding amounts included in net interest)
444
Plan introductions, changes, curtailments and settlements
(100)
Benefits paid
(758)
Contributions by the employer
617
Contributions by scheme members
4
Movements in foreign exchange
836
At 31 December 2023
17,067

Fair value of plan assets at the reporting period end

Group
2023
2022
$'000
$'000
Equity instruments
17,067
16,024
23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
$'000
$'000
Ordinary shares of $1.3564 each
101
101
-
-
24
Share premium account
Group
Company
2023
2022
2023
2022
$'000
$'000
$'000
$'000
At the beginning of the year
67,505
67,505
67,505
67,505
Share premium reduction
(67,505)
-
(67,505)
-
At the end of the year
-
0
67,505
-
0
67,505

On 1 December 2023, the company undertook a capital reduction by reducing the amount standing to the credit of its share premium account by $67,505k. The reserve arising from the reduction was treated as a realised profit and credited to the profit and loss reserve.

- 40 -
25
Profit and loss reserves
Group
Company
2023
2022
2023
2022
$'000
$'000
$'000
$'000
At the beginning of the year
(2,283)
4,602
(12,063)
(2,939)
Profit/(loss) for the year
1,235
(5,914)
(1,408)
(9,124)
Actuarial differences recognised in other comprehensive income
(1,089)
3,183
-
0
-
0
Tax on actuarial differences
(275)
(291)
-
-
Currency translation differences
(1,556)
(3,863)
-
0
-
0
Share premium reduction
67,505
-
67,505
-
Issue of preference shares
(52,740)
-
(52,740)
-
At the end of the year
10,797
(2,283)
1,294
(12,063)
26
Operating lease commitments
Lessee

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

Group
Company
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Within one year
1,980
1,507
-
-
Between two and five years
3,089
2,454
-
-
In over five years
1,335
1,543
-
-
6,404
5,504
-
-
27
Related party transactions
Remuneration of key management personnel

The Group does not have any key management personnel beyond those provided by the US. Costs for these personnel are settled via management charge, similar to directors as explained in note 7.

Transactions with related parties

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

Sales
Sales
Purchases
Purchases
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Group
Entities with control, joint control or significant influence over the group
4,571
3,900
7,471
8,184
Management charges paid
2023
2022
$'000
$'000
Group
Entities with control, joint control or significant influence over the company
4,911
3,307
27
Related party transactions
(Continued)
- 41 -

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
$'000
$'000
Group
Entities with control, joint control or significant influence over the group
104,518
107,487
28
Controlling party

The company's immediate controlling party is Potters Acquisition Holdings (Jersey) Limited, while the ultimate controlling party is Potters Group Holdings, LP. Both entities are incorporated in Jersey. Potters UK Acquisition Company Limited is the smallest and largest company to prepare Group accounts which are publicly available.

29
Cash generated from group operations
2023
2022
$'000
$'000
Profit/(loss) for the year after tax
1,520
(5,681)
Adjustments for:
Taxation charged
2,517
5,089
Finance costs
7,213
9,583
Investment income
(221)
(33)
Loss/(gain) on disposal of tangible fixed assets
53
(252)
Amortisation and impairment of intangible assets
6,706
6,706
Depreciation and impairment of tangible fixed assets
9,609
11,598
Pension scheme non-cash movement
(529)
(630)
Preference shares non-cash movement
1,130
-
Provision for stock impairment
88
(137)
Movements in working capital:
Increase in stocks
(2,784)
(5,254)
Decrease/(increase) in debtors
933
(5,240)
(Decrease)/increase in creditors
(2,886)
2,066
Cash generated from operations
23,349
17,815
- 42 -
30
Analysis of changes in net debt - group
2023
$'000
Opening net funds/(debt)
Cash and cash equivalents
23,009
Loans
20
(100,560)
(77,551)
Changes in net debt arising from:
Cash flows of the entity
(55,306)
Closing net funds/(debt) as analysed below
(132,857)
Closing net funds/(debt)
Cash and cash equivalents
21,285
Loans
20
(154,142)
(132,857)
2023-12-312023-01-01falsefalseCCH SoftwareCCH Accounts Production 2025.100R W AndersonW MayallS H RandolphJ G M UbbensVistra Cosec Limitedfalse13020394bus:Consolidated2023-01-012023-12-31130203942023-01-012023-12-3113020394bus:Director12023-01-012023-12-3113020394bus:Director32023-01-012023-12-3113020394bus:Director42023-01-012023-12-3113020394bus:CompanySecretary12023-01-012023-12-3113020394bus:Director22023-01-012023-12-3113020394bus:Consolidated2023-12-31130203942023-12-3113020394bus:Consolidated2022-01-012022-12-31130203942022-01-012022-12-3113020394core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3113020394core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3113020394core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-01-012023-12-3113020394core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-01-012022-12-3113020394core:RevenueReservesInvestmentFundsOnlybus:Consolidated2022-01-012022-12-3113020394core:Goodwillbus:Consolidated2023-12-3113020394core:Goodwillbus:Consolidated2022-12-3113020394core:OtherResidualIntangibleAssetsbus:Consolidated2023-12-3113020394core:OtherResidualIntangibleAssetsbus:Consolidated2022-12-3113020394core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2023-12-3113020394core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2023-12-3113020394core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2022-12-3113020394core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-12-3113020394bus:Consolidated2022-12-3113020394core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2023-12-3113020394core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-12-3113020394core:PlantMachinerybus:Consolidated2023-12-3113020394core:ComputerEquipmentbus:Consolidated2023-12-3113020394core:MotorVehiclesbus:Consolidated2023-12-3113020394core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2022-12-3113020394core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2022-12-3113020394core:PlantMachinerybus:Consolidated2022-12-3113020394core:ComputerEquipmentbus:Consolidated2022-12-3113020394core:MotorVehiclesbus:Consolidated2022-12-31130203942022-12-3113020394core:ShareCapitalbus:Consolidated2023-12-3113020394core:ShareCapitalbus:Consolidated2022-12-3113020394core:SharePremiumbus:Consolidated2023-12-3113020394core:SharePremiumbus:Consolidated2022-12-3113020394core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-12-3113020394core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-12-3113020394core:Non-controllingInterestsbus:Consolidated2023-12-3113020394core:Non-controllingInterestsbus:Consolidated2022-12-3113020394core:ShareCapital2023-12-3113020394core:ShareCapital2022-12-3113020394core:SharePremium2023-12-3113020394core:SharePremium2022-12-3113020394core:RetainedEarningsAccumulatedLosses2023-12-3113020394core:RetainedEarningsAccumulatedLosses2022-12-3113020394core:ShareCapitalbus:Consolidated2021-12-3113020394core:SharePremiumbus:Consolidated2021-12-3113020394core:RetainedEarningsAccumulatedLossesbus:Consolidated2021-12-3113020394core:ShareCapital2021-12-3113020394core:SharePremium2021-12-3113020394core:RetainedEarningsAccumulatedLosses2021-12-3113020394core:SharePremiumbus:Consolidated2022-12-3113020394core:SharePremium2022-12-3113020394bus:Consolidated12023-01-012023-12-3113020394bus:Consolidated12022-01-012022-12-3113020394bus:Consolidated2021-12-3113020394core:Goodwill2023-01-012023-12-3113020394core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3113020394core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-01-012023-12-3113020394core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-01-012023-12-3113020394core:ForeignTaxbus:Consolidated2023-01-012023-12-3113020394core:ForeignTaxbus:Consolidated2022-01-012022-12-3113020394bus:Consolidated22023-01-012023-12-3113020394core:Goodwillbus:Consolidated2022-12-3113020394core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2022-12-3113020394core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-12-3113020394bus:Consolidated2022-12-3113020394core:Goodwillbus:Consolidated2023-01-012023-12-3113020394core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2023-01-012023-12-3113020394core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2023-01-012023-12-3113020394core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2022-12-3113020394core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2022-12-3113020394core:PlantMachinerybus:Consolidated2022-12-3113020394core:ComputerEquipmentbus:Consolidated2022-12-3113020394core:MotorVehiclesbus:Consolidated2022-12-3113020394core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2023-01-012023-12-3113020394core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-01-012023-12-3113020394core:PlantMachinerybus:Consolidated2023-01-012023-12-3113020394core:ComputerEquipmentbus:Consolidated2023-01-012023-12-3113020394core:MotorVehiclesbus:Consolidated2023-01-012023-12-3113020394core:LandBuildingscore:OwnedOrFreeholdAssets2023-12-3113020394core:LandBuildingscore:OwnedOrFreeholdAssets2022-12-3113020394core:Associate12023-01-012023-12-3113020394core:Associate112023-01-012023-12-3113020394core:CurrentFinancialInstruments2023-12-3113020394core:CurrentFinancialInstruments2022-12-3113020394core:Non-currentFinancialInstrumentsbus:Consolidated2023-12-3113020394core:Non-currentFinancialInstrumentsbus:Consolidated2022-12-3113020394core:Non-currentFinancialInstruments2023-12-3113020394core:Non-currentFinancialInstruments2022-12-3113020394core:CurrentFinancialInstrumentsbus:Consolidated2023-12-3113020394core:CurrentFinancialInstrumentsbus:Consolidated2022-12-3113020394core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-3113020394core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-12-3113020394core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3113020394core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3113020394core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12023-12-3113020394core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12022-12-3113020394core:Non-currentFinancialInstrumentscore:AfterOneYear22023-12-3113020394core:Non-currentFinancialInstrumentscore:AfterOneYear22022-12-3113020394core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-12-3113020394core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2022-12-3113020394core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3113020394core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3113020394bus:PrivateLimitedCompanyLtd2023-01-012023-12-3113020394bus:FRS1022023-01-012023-12-3113020394bus:Audited2023-01-012023-12-3113020394bus:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3113020394bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP