Company No:
Contents
| DIRECTORS | R B Cochrane |
| A R Mindry | |
| C L Simon |
| SECRETARY | Harrison Clark (Secretarial) Ltd |
| REGISTERED OFFICE | 5 Deansway |
| Worcester | |
| WR1 2JG | |
| United Kingdom |
| COMPANY NUMBER | 02291462 (England and Wales) |
| AUDITOR | Gravita Audit II Limited |
| Statutory Auditor | |
| Aldgate Tower | |
| 2 Leman Street | |
| London | |
| E1 8FA | |
| United Kingdom |
The directors present their Strategic Report for the financial year ended 30 June 2024.
REVIEW OF THE BUSINESS
The principal activity of the Company during the year was the sale of barbed wire products and perimeter security fencing both manufactured and bought in.
Turnover in the current year was £1,890,550 (2023: £1,608,182). The increase to prior year in the current year was due to market demand which was cyclical in nature and increased activity is expected in future years. The net liabilities position of the Company during the year amounted to £67,074 (2023: net assets £193,405).
The gross margin increased in 2024 to 56% (2023: 41%) as a result of targeted selling price increases on a market-to-market basis to compensate for inflationary pressures on operating expenses.
The continued rise in domestic inflation has placed pressure on the supply of materials, most notably commodity and labour prices. Where possible these will be mitigated via long term supply contracts, and any customer pass through will be in line with contractual terms.
KEY PERFORMANCE INDICATORS ('KPIS')
The directors consider that the key financial performance indicators are those that communicate the financial performance and strength of the Company, these include turnover, gross margin, and net assets.
| 2024 | 2023 | ||
| £ | £ | ||
| Turnover | 1,890,550 | 1,608,182 | |
| Gross profit (%) | 56 | 41 | |
| Net (liabilities)/assets | (67,074) | 193,405 |
PRINCIPAL RISKS AND UNCERTAINTIES
_**Foreign exchange risk**_
The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. Material changes in the strength of the sterling against the functional currencies of the Company's subsidiaries could have an effect on the reported sterling profits in the financial statements. Currency risk is managed by the Group's treasury department.
The Company's principal financial instruments comprise of amounts owed to/by group undertakings, trade debtors, other debtors, trade creditors and other creditors. The main purpose of these instruments is to finance the business' operations.
_**Operational risk**_
The risk that incoming or outgoing payments will fail to be delivered as agreed by clients or the Group either through operational failures of the Group, its counter parties or fraud is mitigated by multiple manual and automated checks in the Operations department.
The process of risk management is addressed through a framework of policies, procedures and internal controls developed across the Group. Further discussion of these risks and uncertainties, in the context of the Group as a whole, is provided within the financial review section of the Group’s annual report which does not from part of this report. Policies are subject to ongoing review by management and the internal audit function.
The directors do not consider there to be any principal risks and uncertainties present other than those discussed above.
FUTURE DEVELOPMENTS
The directors expect the general level of activity to be the same in the forthcoming financial year.
Approved by the Board of Directors and signed on its behalf by:
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A R Mindry
Director |
The directors present their annual report on the affairs of the Company, together with the financial statements and auditors’ report, for the financial year ended 30 June 2024.
PRINCIPAL ACTIVITIES
GOING CONCERN
As a result of the availability of funds and financial support as noted above and based on the Group's cash reserve and current trading performance, the directors are confident that the Company will be able to continue as a going concern. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
REVIEW OF THE BUSINESS
See the Strategic Report for the review of business which forms part of this report by cross-reference.
DIVIDENDS
No dividend was paid for the current financial year (2023: £Nil).
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company's activities expose it to a number of financial risks including cash flow risk, credit risk, liquidity risk and interest risk.
Cash flow risk
The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Interest bearing assets and liabilities are held at fixed rates to ensure certainty of cash flows.
Credit risk
The Company's principal financial assets are trade and other debtors. The Company's credit risk is primarily attributable to its trade debtors. The Company has no significant concentration of credit risk or liquidity risk with the exposure spread over a large number of counterparties and customers or with other group companies who are able to repay these balances if required.
Liquidity risk
Sufficient funds for ongoing operations and future developments are ensured through a mixture of short and long-term intercompany funding.
Interest rate risk
The Company is exposed to interest rate risk on its intercompany loans. The Company closely monitors its cash resources and ensures that the business is well positioned to service and react to adverse interest rate changes.
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Since the year end Gravita Audit II Limited were appointed as auditor to the Company. They have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.
The company has, in accordance with Companies Act 2006 s. 414C(11), set out in the company's strategic report certain information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
Approved by the Board of Directors and signed on its behalf by:
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A R Mindry
Director |
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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that financial 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 financial statements; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Report on the audit of the financial statements
We have audited the financial statements of Cochrane Industries UK Limited for the financial year ended 30 June 2024, which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity, the accounting policies, and the related notes 1 to 22, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements of Cochrane Industries UK Limited (the 'Company’):
* Give a true and fair view of the state of the Company's affairs as at 30 June 2024 and of its loss for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
* Have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
We were not appointed as auditor of the Company until after 30 June 2023 and thus did not observe the counting of physical inventories at the prior year end. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 30 June 2023, which are included in the balance sheet at £427,572, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)). 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
The financial statements of Company for the year ended 30 June 2023 were not audited. Accordingly, we do not express an opinion on the comparative information presented for that period.
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £427,572 held at 30 June 2023. We have concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
We were not appointed as auditor of the company until after 30 June 2023 and thus did not observe the counting of physical inventories at the end of the year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 30 June 2023, which are included in the balance sheet at £427,572, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary. In addition, were any adjustment to the inventory balance to be required, the strategic report would also need to be amended.
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:
* The information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.
Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report. Arising solely from the limitation on the scope of our work relating to inventory, referred to above:
• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
• we were unable to determine whether adequate accounting records have been kept.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made.
As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our 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 for the audit of the financial statements is located on the FRC’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
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 industry;
* 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, employment and health and safety;
* 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;
* considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
* understanding the design of the Company's remuneration.
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;
* assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
* investigated the rationale behind significant or unusual transactions.
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;
* reading the minutes of meetings of those charged with governance;
* enquiring of management as to actual and potential litigation and claims; and
* reviewing correspondence including 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 the 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.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Statutory Auditor
2 Leman Street
London
E1 8FA
United Kingdom
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Restated - note 3 | ||||
| Turnover | 4 |
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| Cost of sales | (
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| Gross profit |
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| Distribution costs | (
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| Administrative expenses | (
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| Operating loss | (
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| Interest receivable and similar income | 5 |
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| Interest payable and similar expenses | 5 | (
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| Loss before taxation | 6 | (
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| Tax on loss | 10 | (
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| Loss for the financial year | (
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There were no items of other comprehensive income or losses for the current or prior year other than those included in the Income Statement, accordingly no Statement of Comprehensive Income is presented.
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Restated - note 3 | ||||
| Fixed assets | ||||
| Tangible assets | 11 |
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| Investments | 12 |
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| 3,830 | 4,045 | |||
| Current assets | ||||
| Stocks | 13 |
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| Debtors | ||||
| - due within one year | 14 |
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| - due after more than one year | 14 |
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| Cash at bank and in hand |
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| 2,943,204 | 10,333,054 | |||
| Creditors: amounts falling due within one year | 15 | (
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| Net current (liabilities)/assets | (70,904) | 189,360 | ||
| Total assets less current liabilities | (67,074) | 193,405 | ||
| Net (liabilities)/assets | (67,074) | 193,405 | ||
| Capital and reserves | 17 | |||
| Called-up share capital |
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| Profit and loss account | (
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| Total shareholder's (deficit)/funds | (67,074) | 193,405 |
The financial statements of Cochrane Industries UK Limited (registered number:
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A R Mindry
Director |
| Called-up share capital | Profit and loss account | Total | |||
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| At 01 July 2022 |
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| Loss for the financial year |
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| Total comprehensive loss |
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| At 30 June 2023 (as restated) |
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| At 01 July 2023 (as previously stated) | 1,000 | 151,055 | 152,055 | ||
| Prior year adjustment (note 3) | 0 | 41,350 | 41,350 | ||
| At 01 July 2023 (as restated) |
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| Loss for the financial year |
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| Total comprehensive loss |
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| At 30 June 2024 |
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The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Cochrane Industries UK Limited (the Company) is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 5 Deansway, Worcester, WR1 2JG, United Kingdom.
The financial statements have been prepared under the historical cost convention, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the entity.
**Reduced disclosures**
The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to:
* Section 7 'Statement of Cash Flows' - Presentation of a Statement of Cash Flows and related notes and disclosures
* Section 11 'Basic Financial Instruments' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument
* Section 33 'Related Party Disclosures' - Compensation for key management personnel
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The Group and the Parent company confirm to financially support the Company if required and have confirmed they will not request repayment of their loan within 12 months of the date of signing the financial statements unless the Company has sufficient funds to do so. Post year end the Company transferred some of its cash balance to another group entity to support on operating activities.
As a result of the availability of funds and financial support as noted above and based on the Group's cash reserve and current trading performance, the directors are confident that the Company will be able to continue as a going concern. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Group accounts exemption s400
The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the Company as an individual entity and not about its group.
Cochrane Industries UK Limited is a wholly owned subsidiary of Greenock Holdings Limited and the results of Cochrane Industries UK Limited are included in the consolidated financial statements of Greenock Holdings Limited. Please see further details in note 22.
**Commission payable**
Commission payable is calculated at 10% to agents.
Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Statement of Financial Position date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Statement of Financial Position date that are expected to apply to the reversal of the timing difference.
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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 credited or charged to profit or loss.
The Company as lessee
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Income Statement as described below.
Non-financial assets
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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.
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. 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.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies 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.
Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.
Critical judgements in applying the Company’s accounting policies
The directors do not consider there to be any critical areas of judgment in applying the Company's accounting policies.
Key source of estimation uncertainty
The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry forwards can be utilised.
The 2023 comparative financial statements for the prior period have been fully restated as follows:
| As previously reported | Adjustment | As restated | ||||
| Year ended 30 June 2023 | £ | £ | £ | |||
| Debtors | 2,013,309 | 237,428 | 2,250,737 | |||
| Creditors | (9,947,616) | (196,078) | (10,143,694) | |||
| Administrative expenses | 756,456 | (41,350) | 715,106 |
During the year the directors identified that in the prior year administration costs were overstated by £41,350. The impact of the prior year adjustment has increased retained earnings by £41,350 and reduced accruals.
During the year the directors identified that in the prior year trade debtors and other tax and social security were understated by £86,345 as a result of not reclassifying material balances. There is no impact on retained earnings.
During the year the directors identified that in the prior year the corporation tax creditor was understated by £151,083 and other debtors also understated by the same amount. There is no impact on retained earnings.
Turnover represents the fair value of goods/services provided to customers during the financial year excluding value added tax.
Breakdown by business class
An analysis of the Company's turnover by class of business is set out below.
| 2024 | 2023 | ||
| £ | £ | ||
| Product sales | 1,890,550 | 1,608,182 |
Breakdown by geographical market:
An analysis of the Company's turnover by geographical market is set out below.
| 2024 | 2023 | ||
| £ | £ | ||
| United Kingdom | 1,722,959 | 1,176,797 | |
| Europe | 73,242 | 246,404 | |
| Africa | 94,349 | 184,981 | |
| 1,890,550 | 1,608,182 |
| 2024 | 2023 | ||
| £ | £ | ||
| Interest receivable and similar income |
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| Interest payable and similar expenses | (
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| (95,476) | (197,606) |
Interest receivable and similar income
| 2024 | 2023 | ||
| £ | £ | ||
| Bank interest |
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| Other interest receivable and similar income |
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Interest payable and similar expenses
| 2024 | 2023 | ||
| £ | £ | ||
| Loans from group undertakings | (
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| Other interest payable and similar expense | (
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Loss before taxation is stated after charging/(crediting):
| 2024 | 2023 | ||
| £ | £ | ||
| Depreciation of tangible fixed assets (note 11) |
|
|
|
| Foreign exchange gains | (
|
(
|
An analysis of the auditor's remuneration is as follows:
| 2024 | 2023 | ||
| £ | £ | ||
| Fees payable to the Company’s auditor and its associates for the audit of the Company's annual financial statements: | 48,150 | 0 | |
| Total audit fees |
|
|
|
Fees payable to Gravita Audit II Limited and its associates for non-audit services to the Company are not required to be disclosed because the consolidated financial statements are required to disclose such fees on a consolidated basis.
The prior year financial statements were not required to be audited.
| 2024 | 2023 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: | |||
| Sales |
|
|
Their aggregate remuneration comprised:
| 2024 | 2023 | ||
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other retirement benefit costs (note 19) |
|
|
|
| 651,837 | 487,167 |
| 2024 | 2023 | ||
| £ | £ | ||
| Directors' emoluments |
|
|
| 2024 | 2023 | ||
| £ | £ | ||
| Current tax on loss | |||
| UK corporation tax |
|
(
|
|
| Total current tax |
|
(
|
|
| Deferred tax | |||
| Origination and reversal of timing differences |
|
(
|
|
| Total deferred tax |
|
(
|
|
| Total tax on loss |
|
(
|
The tax assessed for the year is higher than (2023: lower than) the standard rate of corporation tax in the UK:
| 2024 | 2023 | ||
| £ | £ | ||
| Loss before taxation | (205,832) | (314,765) | |
| Tax on loss at standard UK corporation tax rate of 25.00% (2023: 20.05%) | (
|
(
|
|
| Effects of: | |||
| Expenses not deductible for tax purposes |
|
(
|
|
| Change in unrecognised deferred tax assets | (
|
(
|
|
| Current year timing differences | (215) | (337) | |
| Other adjustments | (2,835) | (26,056) | |
| Group relief | 5,828 | 0 | |
| Unutilised tax losses losses carried forward | 140,580 | 90,660 | |
| Total tax charge/(credit) for year | 54,647 | (89,646) |
Effective from 1 April 2023, the UK corporate tax rate increased from 19% to 25% (for companies with profits over £250,000) and continues to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. As a result deferred tax has been calculated at 25% (2023: 20.05%).
| Plant and machinery | Total | ||
| £ | £ | ||
| Cost | |||
| At 01 July 2023 |
|
|
|
| Additions |
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| At 30 June 2024 |
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| Accumulated depreciation | |||
| At 01 July 2023 |
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| Charge for the financial year |
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| At 30 June 2024 |
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| Net book value | |||
| At 30 June 2024 | 3,770 | 3,770 | |
| At 30 June 2023 | 3,985 | 3,985 |
| 2024 | 2023 | ||
| £ | £ | ||
| Subsidiary undertakings |
|
|
Investments in subsidiaries
| 2024 | |
| £ | |
| Cost | |
| At 01 July 2023 |
|
| At 30 June 2024 |
|
| Carrying value at 30 June 2024 |
|
| Carrying value at 30 June 2023 |
|
Investments in shares
| Name of entity | Registered office | Principal activity | Class of shares |
Ownership 30.06.2024 |
Ownership 30.06.2023 |
Held |
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Suite 808, 1220 N Market Street, Wilmington, DE19801, State of Delaware, USA. | Supply of high security perimeter fencing and allied products. |
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Direct |
| 2024 | 2023 | ||
| £ | £ | ||
| Raw materials |
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| Finished goods |
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| 2024 | 2023 | ||
| £ | £ | ||
| Debtors: amounts falling due within one year | |||
| Trade debtors |
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| Amounts owed by Group undertakings (note 20) |
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| Amounts owed by related parties (note 20) |
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| Other taxation and social security |
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| Other debtors |
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| Prepayments |
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| Amounts owed by directors (note 20) |
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| Deferred tax asset |
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||
| Debtors: amounts falling due after more than one year | |||
| Deferred tax asset |
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Amounts owed by Group and Parent undertakings are unsecured and repayable on demand and interest free in the current year (2023: 2.5% per annum).
Amounts owed by related party are unsecured and repayable on demand and interest bearing at 2.5% in the current year (2023: 2.5% per annum).
| 2024 | 2023 | ||
| £ | £ | ||
| Trade creditors |
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| Amounts owed to Group undertakings (note 20) |
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| Amounts owed to Parent undertakings (note 20) |
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| Amounts owed to related parties (note 20) |
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| Corporation tax |
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| Other taxation and social security |
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| Other creditors |
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Amounts owed to Group and Parent undertakings are unsecured and repayable on demand and interest bearing at 2.5% - 5.25% current year (2023: 2.5% per annum).
| 2024 | 2023 | ||
| £ | £ | ||
| At the beginning of financial year |
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| (Charged)/credited to the Income Statement | (
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| Adjustment in respect of prior year |
|
(
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| At the end of financial year |
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The deferred taxation balance is made up as follows:
| 2024 | 2023 | ||
| £ | £ | ||
| Accelerated capital allowances |
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| Tax losses carry forward |
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| 2024 | 2023 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
|
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| Presented as follows: | |||
| Called-up share capital presented as equity | 1,000 | 1,000 |
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
| 2024 | 2023 | ||
| £ | £ | ||
| within one year |
|
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| between one and five years |
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The operating lease commitments relate to buildings.
Defined contribution schemes
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £10,390 (2023: £9,645).
The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Company is a wholly owned member.
Directors' remuneration paid during the current financial year was £10,000 (2023: £14,000).
Directors' fees paid during the current financial year was £2,000 (2023: £2,000).
During the year the Company purchased stock from Cochrane Steel Products (Pty) Limited, a company with common control of £456,517 (2023: £290,261). At the year end, the outstanding balance due to Cochrane Steel Products (Pty) Limited was £172,969 (2023: due by, £232,865) and disclosed within amounts owed to related parties in note 15.
During the year the Company incurred certain costs of £31,500 (2023: £27,400) in audit and accountancy fees and £42,390 (2023: £Nil) in other admin on behalf of Greenock Investments Limited, a Company in which Mrs A R Mindry is a director. Included within debtors at the year end was an outstanding balance due from Greenock Investments Limited of £170,758 (2023: £128,368).
Included within debtors is a balance of £87,381 (2023: £7,428,993 owed to) owed from Cochrane Gulf FZE, a wholly owned subsidiary of Greenock Investments Limited, a Company in which Mrs A R Mindry is a director. Interest paid on the loan was £76,761 in the current year (2023: £141,800).
Included within other debtors is balance of £563,127(2023: £453,255) owed by Mr. R B Cochrane, a director of the Company and also a shareholder of the parent company Greenock Holdings Ltd. Interest paid on the loan was £13,264 in the current year.
The immediate parent company of the Company is Greenock Holdings Limited, with registered office address at 5 Deansway, Worcester, WR1 2JG, United Kingdom.
The largest and the smallest group to consolidate the financial statements of the Company is Greenock Holdings Limited with a registered office address at 5 Deansway, Worcester, WR1 2JG, United Kingdom. A copy of the consolidated financial statements can be obtained from this registered address.
The ultimate parent company is Finch Investments Limited (Nevis), and the ultimate controlling party is the Finch Settlement.
| 2024 | 2023 | ||
| £ | £ | ||
| Turnover | |||
| Sales |
|
|
|
| Cost of sales | |||
| Opening stock | (
|
(
|
|
| Purchases | (
|
(
|
|
| Closing stock |
|
|
|
| Employers NI | (
|
|
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| Pensions | (
|
|
|
| General | (
|
|
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| (824,665) | (952,148) | ||
| Gross profit |
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| Distribution expenses | |||
| General | (
|
(
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| Administrative expenses | |||
| Wages and salaries | (
|
(
|
|
| Employers NI | (
|
|
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| Pensions | (
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|
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| Directors' salaries | (
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(
|
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| Travel and subsistence | (
|
(
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| Rent | (
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(
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| Light and heat | (
|
(
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| Computer expenses | (
|
(
|
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| Internet, telephone and fax | (
|
(
|
|
| Printing, postage and stationery | (
|
(
|
|
| Bank charges | (
|
(
|
|
| Insurance | (
|
(
|
|
| Depreciation | (
|
(
|
|
| Motor expenses | (
|
(
|
|
| Equipment hire | (
|
(
|
|
| Repairs and maintenance | (
|
(
|
|
| Bad debts | (
|
|
|
| Penalties |
|
(
|
|
| Gain on foreign exchange transactions |
|
|
|
| Accountancy fees | (
|
|
|
| Legal and professional fees | (
|
(
|
|
| Advertising and PR | (
|
|
|
| Commissions | (
|
|
|
| General | (
|
|
|
| Sundry expenses | (
|
(
|
|
| (1,070,163) | (715,106) | ||
| Operating loss | (
|
(
|
|
| Interest receivable and similar income | |||
| Bank interest receivable |
|
|
|
| Other loans interest receivable |
|
|
|
| 32,190 | 7,837 | ||
| Interest payable and similar expenses | |||
| Other interest payable | (
|
|
|
| Group interest payable | (
|
(
|
|
| (127,666) | (205,443) | ||
| Loss before taxation | (
|
(
|