Registration number:
Harrison Commons Holdings Limited
for the Year Ended 30 December 2023
Harrison Commons Holdings Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Group Independent Auditor's Report |
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Parent Company Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Harrison Commons Holdings Limited
Company Information
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Directors |
Mr M I Harrison Mr R Commons |
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Company secretary |
Broughton Secretaries Limited |
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Registered office |
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Auditors |
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Harrison Commons Holdings Limited
Strategic Report for the Year Ended 30 December 2023
The directors present their strategic report for the year ended 30 December 2023.
The principal activities of The Group are the production of and sale of manufactured plastic capping and bottling solutions, for a variety of markets.
Fair review of the business
For the year ended 30 December 2023, the group has made a loss after interest and taxation of £1,882,652 (2022 - profit of £7,058,082) the revenue for the year ended 30 December 2023 was £32,964,488 (2022 - £38,086,672).
Harrison Commons Holdings Limited remains committed to maximising the Group’s profitability. During the 12 month period under review, the Group recorded a decrease of £5,122,184 in turnover when compared to the 12 months ended 30 December 2022. During the period ended 30 December 2023, the group disposed of a subsidiary and another subsidiary entered administration which resulted in a drop off in turnover.
As a key performance Indicator of the business, EBITDA for the year, being total operating profit before depreciation, has decreased from £8,915,105 for the 12 month period ended 31 December 2022, to £3,482,321 in the current period. This decrease is related, largely to the disposal and administration of the group subsidiaries mentioned below.
No interim dividend has been declared (2022: £Nil).
The future prospects of the business of the South American entities are believed to be good, however during the period one of the subsidiaries was sold. In addition to this Oxford Packaging Services Limited in the United Kingdom has been forced into administration due to a variety of issues outside their control.
Principal risks and uncertainties
Harrison Commons Holdings Limited operates in an extremely competitive market, with much larger global competitors. The Group manages this risk by providing a very reliable, often superior product, that is regularly selected as the secondary supplier by it’s customers. They also specialse in providing smaller B brands with a more complete and personalised service than its major competitors can provide.
Approved and authorised by the
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Harrison Commons Holdings Limited
Directors' report for the Year Ended 30 December 2023
The directors present their report and the consolidated financial statements for the year ended 30 December 2023.
Directors of the group
The director who held office during the year was as follows:
The following director was appointed after the year end:
Financial instruments
Objectives and policies
The group is exposed to price risk, credit risk, liquidity and cashflow risk. Appropriate policies have been developed and implemented to identify, evaluate and manage key risks and the directors review risk management strategies regularly.
Price risk, credit risk, liquidity risk and cash flow risk
Price risk - the group is exposed to price risk as a result of its operations. However, sales prices are constantly reviewed and agreed by management to ensure sales prices reflect any fluctuating prices within the market place.
Credit risk - The group's credit risk is primarily attributable to its trade debtors. Credit risk is managed by requesting deposits upon booking for larger contracts and monitoring receipts against payment terms.
Liquidity and cash flow risk - The group monitors cash flow as part of its normal activities. The directors consider cash flow projections on a monthly basis and ensure that facilities are available to be drawn on as necessary.
Future developments
Looking ahead, the Group maintains stability in its current markets. Despite increasing pressure from large competitors and ongoing technological advancements, its role as a reliable secondary supplier keeps it well-positioned due to steady demand. The Group is focused on growing its existing businesses where possible but is also open to selling any current entities if attractive offers are received. The Directors remain vigilant in monitoring the global market for potential business opportunities.
Going concern
The Directors confirm that the Group is in a solid financial position and able to meet its obligations. There are no foreseeable events likely to cause liabilities that the Group cannot withstand. For further details, please refer to the going concern accounting policy note.
Disclosure of information to the auditor
Each director has been aware of a lack of information and records lost during the preparation of the financial statements. However, despite this each director has taken steps that they have ought to have taken as a director in order to make themselves aware of any existing and relevant audit information and to establish that the company’s auditor is aware of the information that is available. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Harrison Commons Holdings Limited
Directors' report for the Year Ended 30 December 2023
Approved by the
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Harrison Commons Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 to elect 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 the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Disclaimer of opinion
We were engaged to audit the group financial statements of Harrison Commons Holdings Limited (the 'group') for the year ended 30 December 2023, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, and the Consolidated Statement of Cash Flows, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the accompanying financial statements of the group. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient and appropriate audit evidence to provide a basis for an audit opinion on the group financial statements.
Basis for disclaimer of opinion on the group financial statements
During the year to 30 December 2023, a member of the group, Alusud Peru S.A., was sold to an unaffiliated third party. As part of this sale, no cut off procedures were carried out at the date of sale of 8 November 2023 and there were no provisions made in the Sale and Purchase Agreement for access to the company records post sale by group auditors. We have therefore been unable to obtain sufficient and appropriate audit evidence, or use alternative procedures, to support the cut off or completeness of profit and loss items within Alusud Peru S.A. for the period from 1 January 2023 to the date of sale.
As such, we have been unable to to determine whether revenue of £4,821,877, cost of sales of £4,353,966, administrative expenditure of £795,606 and interest payable of £1,299,502 included within the group financial statements for the year to 30 December 2023 are free from material misstatement. In addition we have been unable to determine whether the net liabilities value of Alusud Peru S.A. used to calculate the loss on disposal of the subsidiary of £2,810,132 included in administrative expenditure (other expenses) of the group financial statements is free from material misstatement.
As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded revenues, cost of sales, administrative expenditure and interest payable, and the elements making up the consolidated statement of changes in equity, consolidated statement of comprehensive income and consolidated statement of cash flows.
After the balance sheet date, a member of the group, Oxford Packaging Solutions Limited, entered into a Company Voluntary Arrangement. During this process the group lost access to key accounting information leading to a lack of substantive evidence for a number of balances in the profit and loss account and balance sheet.
We have therefore been unable to obtain sufficient and appropriate audit evidence, or use alternative procedures, to determine whether revenue of £7,816,934, cost of sales of £4,775,348, and administrative expenditure of £3,455,097 included within the group financial statements for the year to 30 December 2023 are free from material misstatement.
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Included within the group financial statements is £1,183,613 of tangible fixed assets held by Oxford Packaging Solutions Limited. As a result of the reason above, we were unable to obtain sufficient and appropriate audit evidence, or use alternative procedures, to support the existence, completeness and valuation of the tangible fixed assets and whether they are recognised in accordance with Financial Reporting Standard 102 Section 17 "Property, plant and equipment".
Included within the group financial statements is £1,103,995 of trade debtors and £1,301,719 of trade creditors held by Oxford Packaging Solutions Limited. In addition to the above we were unable to obtain sufficient and appropriate audit evidence, or use alternative procedures, to determine whether these values had been recognised in accordance with the Financial Reporting Standard 102 Section 11 'Basic financial instruments'.
Included within the group financial statements is £3,421,409 of net pension liability and its relevant disclosure in respect of the defined benefit pension scheme held by Oxford Packaging Solutions Limited. No actuarial valuation report was carried out on the fair value of the plan assets or the present value of the plan obligations as at the balance sheet date. As a result we have been unable to obtain sufficient and appropriate audit evidence, or use alternative procedures, over the net pension liability value in the consolidated balance sheet or the values presented in disclosure note 24.
As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded fixed assets, trade debtors, trade creditors, net pension liability, and the elements making up the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the group financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Opinion on other matter prescribed by the Companies Act 2006
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and Directors' Report in relation to the group only for the financial year for which the group financial statements are prepared is consistent with the group financial statements; and
• the Strategic Report and Directors' Report in relation to the group have been prepared in accordance with applicable legal requirements.
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the group financial statements, in the light of the knowledge and understanding of the group and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the group strategic report or the directors' report. Arising from the limitation of our work referred to above:
• we have not obtained all the information and explanations that we considered necessary for the 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 where 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;
• the group financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made.
Responsibilities of the directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view, and for such internal controls as the directors determine is necessary to enable the preparation of group financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.
Other Matters
We have reported separately on the parent company financial statements of Harrison Commons Holdings Limited for the year ended 30 December 2023.
Auditor's responsibilities for the audit of the group financial statements
Our responsibility is to conduct an audit of the group’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report. However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the group financial statements. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the group financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Explanation as to what extent 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the group financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
The audit was defective in its ability to detect irregularities, including fraud, on the basis that we were unable to obtain sufficient appropriate audit evidence for the reasons set out in the basis for disclaimer of opinion section of our report.
Use of our report
This report is made solely to the group'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 group'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 group and the group's members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
Freshford House
Redcliffe Way
BS1 6NL
Harrison Commons Holdings Limited
Parent Company Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Opinion
We have audited the financial statements of Harrison Commons Holdings Limited (the 'parent company') for the year ended 30 December 2023, which comprise the Parent company Balance Sheet, Parent company Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). The parent company has taken section 408 exemption from preparing a separate profit and loss account and the exemption under FRS 102 from preparing a separate cash flow statement.
In our opinion the parent company financial statements:
• | give a true and fair view of the state of the parent company's affairs as at 30 December 2023; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for 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 responsibilities for the audit of the financial statements section of our report. We are independent of the 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 parent company's 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 parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the parent company's 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.
Harrison Commons Holdings Limited
Parent Company Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
In connection with our audit of the parent company's financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report in relation to the parent company only for the financial year for which the parent company financial statements are prepared is consistent with the parent company financial statements; and |
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the Strategic Report and Directors' Report in relation to the parent company only have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the parent 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.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
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• |
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
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• |
the parent company financial statements are not in agreement with the accounting records and returns; or |
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certain disclosures of directors' remuneration specified by law are not made; or |
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we have not received all the information and explanations we require for our audit. |
Responsibilities of the directors
As explained more fully in the Statement of Directors Responsibilities set out on page 5, 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.
Other matters
The parent company was not required to have a statutory audit for the year ended 30 December 2021 as the parent company was deemed to be small in size. Accordingly, the corresponding figures for the year ended 30 December 2021 were unaudited.
We have reported separately on the group financial statements of Harrison Commons Holdings Limited for the year ended 30 December 2023. The opinion in that report is a disclaimer of opinion.
Harrison Commons Holdings Limited
Parent Company Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the parent company's 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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
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obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework; |
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inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud; |
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discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. |
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undertook a review of manual journals processed in the accounting system, applying professional scepticism to ensure they are in line with our expectation that they are not unusual in the normal course of business. |
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
Freshford House
Redcliffe Way
BS1 6NL
Harrison Commons Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 30 December 2023
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Note |
Continuing operations |
Discontinued operations |
Total |
Continuing operations |
Discontinued operations |
(As restated) |
|
|
Turnover |
|
|
|
|
|
|
|
|
Cost of sales |
( |
( |
( |
( |
( |
( |
|
|
Gross profit |
|
|
|
|
|
|
|
|
Distribution costs |
( |
( |
( |
( |
( |
( |
|
|
Administrative expenses |
( |
( |
( |
( |
( |
( |
|
|
Exceptional income |
|
- |
|
|
- |
|
|
|
Other exceptional item |
- |
- |
- |
|
- |
|
|
|
Other operating income |
( |
|
|
|
- |
|
|
|
Operating profit/(loss) |
|
|
|
|
( |
|
|
|
Other interest receivable and similar income |
|
- |
|
|
- |
|
|
|
Interest payable and similar expenses |
( |
( |
( |
|
( |
|
|
|
(Loss)/profit before tax |
( |
|
( |
|
( |
|
|
|
Tax on (loss)/profit |
( |
( |
( |
( |
|
( |
|
|
(Loss)/profit for the financial year |
( |
|
( |
|
( |
|
Harrison Commons Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 30 December 2023
|
Note |
Continuing operations |
Discontinued operations |
Total |
Continuing operations |
Discontinued operations |
(As restated) |
|
|
Profit/(loss) attributable to: |
|||||||
|
Owners of the company |
( |
|
( |
|
( |
|
|
|
Minority interests |
|
- |
|
|
|
|
|
|
( |
|
( |
|
( |
|
Harrison Commons Holdings Limited
Consolidated Statement of Comprehensive Income for the Year Ended 30 December 2023
|
2023 |
(As restated) |
|
|
(Loss)/profit for the year |
( |
|
|
Transfer of reserves on the disposal of a subsidiary |
|
- |
|
Foreign currency translation gains |
|
|
|
Remeasurement gain on defined benefit pension schemes |
- |
|
|
2,521,469 |
2,828,362 |
|
|
Total comprehensive income for the year |
|
|
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
|
|
|
Minority interests |
|
|
|
|
|
Harrison Commons Holdings Limited
(Registration number: 03293207)
Consolidated Balance Sheet as at 30 December 2023
|
Note |
2023 |
(As restated) |
|
|
Fixed assets |
|||
|
Intangible assets not including goodwill |
- |
|
|
|
Negative goodwill |
- |
(4,923,094) |
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors: amounts falling due after more than one year |
234,309 |
4,114,988 |
|
|
Debtors: amounts falling due after less than one year |
|
|
|
|
Investments |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets excluding pension asset/(liability) |
16,824,353 |
16,502,207 |
|
|
Net pension liability |
(3,421,409) |
(3,738,075) |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
5,716,278 |
5,716,278 |
|
|
Other reserves |
1,616,893 |
93,604 |
|
|
Retained earnings |
6,069,535 |
6,954,097 |
|
|
Equity attributable to owners of the company |
13,402,706 |
12,763,979 |
|
|
Minority interests |
238 |
153 |
|
|
Shareholders' funds |
13,402,944 |
12,764,132 |
Approved and authorised by the
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Harrison Commons Holdings Limited
(Registration number: 03293207)
Balance Sheet as at 30 December 2023
|
Note |
2023 |
(As restated) |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Cash at bank and in hand |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Total equity |
( |
( |
The company made a loss after tax for the financial year of £89,969 (2022 - loss of £114,063).
Approved and authorised by the
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Harrison Commons Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 December 2023
Equity attributable to the parent company
|
Share capital |
Foreign currency translation reserve |
Other reserves |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 31 December 2022 |
|
|
( |
|
|
|
|
|
(Loss)/profit for the year |
- |
- |
- |
( |
( |
|
( |
|
Other comprehensive income |
- |
|
( |
- |
|
- |
|
|
Transfer of reserves on the disposal of a subsidiary |
- |
(366,569) |
- |
998,180 |
631,611 |
- |
631,611 |
|
Total comprehensive income |
- |
|
( |
( |
|
|
|
|
Decrease in ownership interests in subsidiaries that result in a loss of control |
- |
- |
- |
- |
- |
( |
( |
|
At 30 December 2023 |
|
|
( |
|
|
|
|
Harrison Commons Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 December 2023
Equity attributable to the parent company
|
Share capital |
Foreign currency translation reserve |
Other reserves |
(As restated) |
(As restated) |
Non-controlling interests - Equity |
(As restated) |
|
|
At 31 December 2021 |
|
( |
- |
( |
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
|
|
Other comprehensive income |
- |
|
( |
|
|
- |
|
|
Total comprehensive income |
- |
|
( |
|
|
|
|
|
At 30 December 2022 |
5,716,278 |
109,623 |
(16,019) |
6,954,097 |
12,763,979 |
153 |
12,764,132 |
Harrison Commons Holdings Limited
Statement of Changes in Equity for the Year Ended 30 December 2023
|
Share capital |
Retained earnings |
Total |
|
|
At 31 December 2022 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 30 December 2023 |
|
( |
( |
|
Share capital |
(As restated) |
(As restated) |
|
|
(Unaudited) |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 30 December 2022 |
5,716,278 |
(5,950,939) |
(234,661) |
Harrison Commons Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 30 December 2023
|
Note |
2023 |
(As restated) |
|
|
Cash flows from operating activities |
|||
|
(Loss)/profit for the year |
( |
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation charge |
|
|
|
|
Amortisation of negative goodwill |
(4,923,094) |
(6,564,126) |
|
|
Effect of foreign exchange fluctuations on fixed assets |
(328,021) |
(459,434) |
|
|
Loss on disposal of tangible assets |
|
|
|
|
Loss on disposal of intangible assets |
- |
|
|
|
Loss from disposals of investments |
|
- |
|
|
Impairment of fixed assets |
246,870 |
(1,092,997) |
|
|
Impact of write off of assets to other exceptional item |
- |
385,074 |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Interest charges to pension fund |
|
|
|
|
Income tax expense |
(254,400) |
|
|
|
Foreign exchange gains/losses |
( |
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease/(increase) in stocks |
|
( |
|
|
Decrease/(increase) in trade debtors |
|
( |
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Decrease in provisions |
( |
( |
|
|
Cash generated from operations |
|
|
|
|
Income taxes received/(paid) |
|
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of investment asset |
(1,146,957) |
(17,223) |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of intangible assets |
- |
( |
|
|
Payments to pension fund |
( |
( |
|
|
Net cash movement on disposal of subsiduaries |
982,931 |
- |
|
|
Net cash flows from investing activities |
( |
( |
|
Harrison Commons Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 30 December 2023
|
Note |
2023 |
(As restated) |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from other borrowing draw downs |
- |
|
|
|
Repayment of other borrowing |
( |
|
|
|
Payments to finance lease creditors |
- |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
|
Cash and cash equivalents at 31 December |
|
|
|
|
Cash and cash equivalents at 30 December |
3,235,137 |
2,090,058 |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are prepared in sterling, which is the functional and presentational currency of the group and parent company, and rounded to the nearest £.
Summary of disclosure exemptions
The company has taken advantage of the exemption in section 408 of the Companies Act from presenting it's individual profit and loss account.
The company has taken advantage of the exemption in section 1.12(b) of FRS 102 from preparing a statement of cashflows, on the basis that it is a qualifying entity and the consolidated statement of cashflows included in these financial statements includes the parent company's cash flows.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 December 2023.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
A subsidiary is an entity controlled by the group. Control is achieved where the group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Consolidated Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements are prepared on a going concern basis. As at the date of signing of the financial statements, the directors' confirm that the group is in a position to meet its liabilities and that there are no foreseeable events which may give rise to liabilities which exceed the group's ability to pay. As of the date of signing, Oxford Packaging Solutions Limited, the only UK based entity, is currently undergoing the administration process. This is due to several unrecoverable setbacks involving resin supply, COVID, the subsequent energy crisis and some major customers facing declining volumes. In addition, during the year to 30 December 2023 the group disposed of Alusud Peru S.A., which has been treated as a discontinued operation and a profit on disposal has been recognised within the financial statements.
The directors do not consider either of the two to impact on the group's ability to continue as a going concern.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
Prior period errors
During the year, the Group identified a prior period error relating to the miscalculation of depreciation and amortisation on tangible and intangible fixed assets, a correction to a directors loan balance, as well as adjustments for unsupported historic impairments. The financial statements have been restated to correct this error. The impact on the prior year’s financial statements is set out below.
2023 | 2022 | 2021 | |
Retained earnings | - | (2,861,194) | - |
Tangible fixed assets | - | 2,132,305 | - |
Intangible fixed assets | - | (345,634) | - |
Creditors | - | (100,000) | - |
Admin expenses | - | 658,522 | - |
Other operating income | - | 516,001 | - |
(Profit)/loss for the financial period | - | 1,174,523 | - |
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
During the year management have made an estimate for provision of stock. This basis for this provision is made on management's best estimate for the proportion of stock that is unlikely to be sold. This estimation is considered to have a significant risk of causing a material adjustment to the carrying amount of stock valuation. The carrying amount is £320,984 (2022 - £336,556).
During the year management have made an estimate for the provision of possible liabilities arising from litigation claims, primarily in it's subsidiaries in the South America Region. The basis for this provision is made on management's best estimate for the likelihood of economic outflow and is based on advice from the group's lawyers. This estimate is considered to have a significant risk of causing a material adjustment to the carrying value of provisions. The carrying amount is £712,725 (2022 - £920,107).
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods or provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
a) the significant risks and rewards of ownership have been transferred to the buyer
b) the group retains no continuing investment or control over the goods
c) the amount of revenue can be reliably measured;
d) it is probable that future economic benefits will flow to the entity;
e) and specific criteria have been met for each of the group's activities.
Finance income and costs
Interest income and expenses are recognised using the effective interest rate method.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at the year end prevailing spot rate of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within ‘finance costs’ or ‘finance income’. All other foreign exchange gains and losses are presented in the profit and loss account within ‘other operating (losses)/gains’.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
Exceptional items
The group classifies certain one-off credits that have a material impact on the group’s financial results as ‘exceptional income’. These are disclosed separately to provide further understanding of the financial performance of the group.
Tangible assets
Tangible assets are stated in the Balance Sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation of the asset in bringing it to its working condition for intentional use, dismantling and restoration costs.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Land and buildings |
5% - 10% per annum |
|
Construction in progress and machinery under assembly |
nil% per annum |
|
Furniture, fittings and equipment |
20% - 33% per annum |
|
Plant and machinery |
7.5% - 20% per annum |
|
Office equipment |
5% - 20% per annum |
|
Motor vehicles |
5% - 20% per annum |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Negative goodwill
Where the cost of the business combination exceeds the fair value of the group’s interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
Intangible assets
Separately acquired intangible assets are shown at historical cost.
Intangible assets other than goodwill acquired in a business combination are recognised at fair value at the acquisition date.
Intangible assets other than goodwill have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Trademarks, patents and licences |
20% - 100% per annum |
|
Internally generated software development costs |
20% - 33% per annum |
|
Other intangible assets |
10% - 50% per annum |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the weighted average cost (WAC) method. Stocks are recognised as an expense in the period in which the related revenue is recognised.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the group has a present legal or contructive obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. Amounts not paid at the year end are shown in other creditors in the balance sheet. The assets of the plan are held seperately from the group in independantly administered funds.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
Defined benefit pension obligation
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 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 reporting date less the fair value of the plan assets at the reporting date.
Annually the group engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating the estimated period of the future payments (‘discount rate’).
The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the group’s policy for similarly held assets. This includes the use of appropriate valuation techniques.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as ‘remeasurement of net defined benefit liability’.
The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
• The increase in pension benefit liability arising from employee service during the period.
• The cost of plan introductions, benefit changes, curtailments and settlements.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as ‘finance expense’.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2023 |
2022 |
|
|
Sale of goods |
|
|
The analysis of the group's Turnover for the year by geographical market is as follows:
|
2023 |
2022 |
|
|
UK |
7,575,632 |
8,745,723 |
|
Europe |
- |
415,068 |
|
Colombia |
5,865,957 |
7,908,694 |
|
Brazil |
12,568,018 |
12,476,030 |
|
Peru |
2,474,314 |
5,664,461 |
|
Demerara |
- |
218,853 |
|
Venezuela |
1,793,915 |
688,278 |
|
Argentina |
257,087 |
1,665,434 |
|
Uruguay |
216,952 |
304,131 |
|
Guyana |
241,349 |
- |
|
Chile |
134,554 |
- |
|
Bolivia |
1,836,710 |
- |
|
|
|
|
Exceptional items |
During the year £Nil (2022 - £368,792) of income of exceptional size or incidence was recorded and relates to the release of 'Rank' from their obligations as surety on Oxford Packaging Solutions Limited.
During the year £Nil (2022 - £786,552) of expenditure of exceptional size of incidence was recorded and relates to the release the historic write off of unknown balance sheet items in Oxford Packaging Solutions Limited.
During the year £4,923,094 (2022 - £6,564,126) of amortisation on negative goodwill was recognised by the group to record the excess, up to the fair value, of non-monetary assets acquired in profit or loss over the period in which the non-monetary assets are recovered.
The analysis of the group's exceptional items for the year is as follows:
|
2023 |
2022 |
|
|
Amortisation of goodwill |
4,923,094 |
6,564,126 |
|
Exceptional income |
- |
368,792 |
|
Other exceptional item |
- |
786,552 |
|
4,923,094 |
7,719,470 |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2023 |
(As restated) |
|
|
Miscellaneous other operating income |
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2023 |
2022 |
|
|
Gain on disposal of Tangible assets |
10,111 |
19,378 |
|
Gain on disposal of Intangible assets |
- |
219,255 |
|
Gain from disposals of investments |
2,810,132 |
- |
|
2,820,243 |
238,633 |
|
Operating loss |
Arrived at after charging/(crediting):
|
2023 |
(As restated) |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Operating lease expense - other |
|
|
|
Loss on disposal of Tangible assets |
10,111 |
|
|
Loss on disposal of Intangible assets |
- |
219,255 |
|
Other interest receivable and similar income |
|
2023 |
2022 |
|
|
Other finance income |
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Interest payable and similar expenses |
|
2023 |
2022 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
|
|
Foreign exchange gains/(losses) |
|
( |
|
Other finance costs |
|
|
|
|
( |
|
Staff costs |
The aggregate payroll costs (including director's remuneration) were as follows:
|
2023 |
2022 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2023 |
2022 |
|
|
Operations |
|
|
|
Administration |
|
|
|
Directors |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2023 |
2022 |
|
|
Directors |
1 |
1 |
|
1 |
1 |
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2023 |
2022 |
|
|
Remuneration |
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Auditors' remuneration |
|
2023 |
2022 |
|
|
Audit of these financial statements |
14,520 |
17,000 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
33,280 |
27,253 |
|
|
|
|
Taxation |
Tax charged/(credited) in the income statement:
|
2023 |
2022 |
|
|
Current taxation |
||
|
Foreign tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
( |
|
Tax expense in the income statement |
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2023 |
(As restated) |
|
|
(Loss)/profit before tax |
( |
|
|
Corporation tax at standard rate |
( |
|
|
Effect of revenues exempt from taxation |
166,779 |
(1,005,024) |
|
Effect of tax losses |
227,936 |
9,517 |
|
Effect of foreign tax rates |
204,441 |
(151,192) |
|
UK deferred tax expense (credit) relating to changes in tax rates or laws |
- |
(9,343) |
|
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
|
2023 |
Asset |
Liability |
|
Accelerated tax depreciation |
|
- |
|
|
- |
|
2022 |
Asset |
Liability |
|
Accelerated tax depreciation |
|
( |
|
|
( |
Company
There was £nil deferred tax assets or liabilities (2022 - £nil).
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Intangible assets |
Group
|
Trademarks, patents and licenses |
Internally generated software development costs |
(As restated) |
(As restated) |
|
|
Cost or valuation |
||||
|
At 31 December 2022 |
|
|
|
|
|
Foreign exchange movements |
|
|
|
|
|
At 30 December 2023 |
|
|
|
|
|
Amortisation |
||||
|
At 31 December 2022 |
|
|
- |
|
|
Amortisation charge |
|
- |
|
|
|
Foreign exchange movements |
|
|
|
|
|
At 30 December 2023 |
|
|
|
|
|
Carrying amount |
||||
|
At 30 December 2023 |
- |
- |
- |
- |
|
At 30 December 2022 |
|
- |
|
|
|
Negative goodwill |
2023 |
|
At 31 December 2022 |
( |
|
Recognised in profit or loss |
|
|
At 30 December 2023 |
- |
|
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Tangible assets |
Group
|
(As restated) |
Construction in progress and machinery under assembly |
Furniture, fittings and equipment |
(As restated) |
||||
|
Cost or valuation |
|||||||
|
At 31 December 2022 |
|
|
|
|
|||
|
Additions |
|
|
- |
|
|||
|
Disposals |
( |
( |
( |
( |
|||
|
Impairment |
( |
( |
- |
- |
|||
|
Foreign exchange movements |
|
|
- |
|
|||
|
At 30 December 2023 |
|
|
- |
|
|||
|
Depreciation |
|||||||
|
At 31 December 2022 |
|
- |
|
|
|||
|
Charge for the year |
|
- |
- |
|
|||
|
Eliminated on disposal |
|
- |
( |
( |
|||
|
Impairment |
( |
- |
- |
- |
|||
|
Foreign exchange movements |
|
- |
- |
|
|||
|
At 30 December 2023 |
|
- |
- |
|
|||
|
Carrying amount |
|||||||
|
At 30 December 2023 |
|
|
- |
|
|||
|
At 30 December 2022 |
|
|
|
|
|||
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Office equipment |
Motor vehicles |
(As restated) |
|||||
|
Cost or valuation |
|||||||
|
At 31 December 2022 |
|
|
|
||||
|
Additions |
- |
- |
|
||||
|
Disposals |
( |
( |
( |
||||
|
Impairment |
- |
( |
( |
||||
|
Foreign exchange movements |
- |
|
|
||||
|
At 30 December 2023 |
- |
|
|
||||
|
Depreciation |
|||||||
|
At 31 December 2022 |
|
|
|
||||
|
Charge for the year |
- |
|
|
||||
|
Eliminated on disposal |
( |
- |
( |
||||
|
Impairment |
- |
( |
( |
||||
|
Foreign exchange movements |
- |
|
|
||||
|
At 30 December 2023 |
- |
|
|
||||
|
Carrying amount |
|||||||
|
At 30 December 2023 |
- |
|
|
||||
|
At 30 December 2022 |
|
|
|
||||
Included within the net book value of land and buildings above is £39,113 (2022 - £1,940,987) in respect of short leasehold land and buildings.
Tangible fixed assets with a carrying amount of £1,183,613 (2022 - £1,376,072) have been pledged as security for invoice discounting of the group by way of a fixed charge.
Company
The company had no tangible assets at 30 December 2023 (2022 - £Nil).
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Investments |
Company
|
2023 |
2022 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 31 December 2022 |
|
|
Provision |
|
|
At 31 December 2022 |
|
|
Carrying amount |
|
|
At 30 December 2023 |
|
|
At 30 December 2022 |
|
During the year the group disposed of an indirect holding in its subsidiary, Alusud Peru S.A. The disposal had no impact on the investment value of its parent company, Closure Solutions Holdings LLC which is shown above.
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Entities marked with * are controlled indirectly by Harrison Commons Holdings Limited.
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2023 |
2022 |
|||
|
Subsidiary undertakings |
||||
|
|
Delaware USA |
|
|
|
|
|
British Virgin Islands |
|
|
|
|
|
54 Portland Place, London, England, W1B 1DY England |
|
|
|
|
|
Brazil |
|
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
|
Colombia |
|
|
|
|
|
Colombia |
|
|
|
|
|
Chile |
|
|
|
|
|
Argentina |
|
|
|
|
Subsidiary undertakings |
|
Closure Solutions Holdings LLC The principal activity of Closure Solutions Holdings LLC is |
|
Closure Solutions International Latin American Holding Corporation The principal activity of Closure Solutions International Latin American Holding Corporation is |
|
Oxford Packaging Solutions Limited The principal activity of Oxford Packaging Solutions Limited is |
|
Closure Systems International (Brazil) Sistemas de Vedacao Ltda The principal activity of Closure Systems International (Brazil) Sistemas de Vedacao Ltda is |
|
Alusud Embalajes Colombia Ltda The principal activity of Alusud Embalajes Colombia Ltda is |
|
Closure Systems International (Colombia Trade) S.A.S The principal activity of Closure Systems International (Colombia Trade) S.A.S is |
|
Alusud Embalajes Chile Ltda The principal activity of Alusud Embalajes Chile Ltda is |
|
Alusud Argentina S.R.L The principal activity of Alusud Argentina S.R.L is |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Discontinued operations |
Group
On, 8 November 2023 the group sold its investment in Alusud Peru S.A., a subsidiary which operates out of Peru. During the year the subsidiary contributed post-tax profit of £326,477.The group received a net cash consideration of £2,370,929 in respect of the sale of this subsidiary. The net assets at the date of disposal were £4,324,973 and a loss on disposal of £2,810,132 was recognised in the profit and loss account, following the recycling of a cumulative foreign exchange difference to the profit and loss account.
|
Stocks |
|
Group |
Company |
|||
|
2023 |
2022 |
2023 |
2022 |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Finished goods and goods for resale |
|
|
- |
- |
|
Other inventories |
|
|
- |
- |
|
|
|
- |
- |
|
There is no significant difference between the replacement cost of the inventory and its carrying amount.
Inventories are stated after provisions for impairment of £320,984 (2022 - £336,556).
The carrying amount of stocks pledged as security for liabilities amounted to £476,755 (2022 - £880,964).
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2023 |
2022 |
2023 |
2022 |
|
Trade debtors |
|
|
- |
- |
|
|
Other debtors |
|
|
- |
- |
|
|
Prepayments |
|
|
- |
- |
|
|
Accrued income |
|
- |
- |
- |
|
|
Deferred tax assets |
|
|
- |
- |
|
|
Income tax asset |
|
|
- |
- |
|
|
|
|
- |
- |
||
|
Group |
Company |
|||
|
Non-current |
2023 |
2022 |
2023 |
2022 |
|
Trade debtors |
- |
|
- |
- |
|
Other debtors |
|
|
- |
- |
|
|
|
- |
- |
|
Trade debtors are stated after provisions for impairment of £292,215 (2022 - £24,662).
The carrying amount of trade debtors pledged as security for liabilities amounted to £1,103,995 (2022 - £1,431,938).
|
Current asset investments |
|
Group |
Company |
|||
|
2023 |
2022 |
2023 |
2022 |
|
|
Other investments |
|
|
- |
- |
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2023 |
2022 |
2023 |
2022 |
|
|
Cash at bank |
|
|
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Creditors |
|
Group |
Company |
||||
|
Note |
2023 |
(As restated) |
2023 |
(As restated) |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other creditors |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
469,237 |
351,577 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Other non-current financial liabilities |
|
|
- |
- |
|
|
|
|
- |
- |
||
|
Provisions for liabilities |
Group
|
Legal proceedings |
Deferred tax |
Other provisions |
Total |
|
|
At 31 December 2022 |
|
|
|
|
|
Additional provisions |
( |
( |
( |
( |
|
At 30 December 2023 |
|
- |
- |
|
|
|
||||
Legal proceedings - This provision relates to the recognision of the expected outcome of ongoing legal proceedings at the year end.
Deferred tax - This provision recognises the tax that may become payable in the future and arises due to differences between the group’s taxable profits and its accounting profits
Other provisions - This balances relates to dilapidation provisions, being the recognition of the expected cost to bring a rented property back to the condition at the end of a lease.
Company
|
|
The company did not recognise any provisions in the year (2022 - £nil).
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Defined benefit pension schemes
During the year to 30 December 2023, the group operated a defined benefit scheme for the employees of its subsidiary, Oxford Packaging Solutions Limited.
The Pension Scheme is funded by the payment of contributions to separately administered trust funds.
On 31 December 2018 the scheme closed to the future accrual of benefits.
During the year to 30 December 2023, the group made 10 contributions of £41,667 totalling £416,667. No additional contribution was paid in this period (2022 - £87,498).
Values for defined benefit pension scheme as at 31 December 2023
Due to limitations in available documentation, management were unable to reliably estimate the disclosures required as at 31 December 2023. The disclosures that follow have been estimated by management using the fair value of the scheme assets as at 30 December 2022, being the most recent actuarial valuation available, and the payments and interest accounted for in the year. The valuation as at 31 December 2022 showed that market value of the pension scheme assets was £6.35m. The pension scheme was valued in accordance with the projected unit method.
Reconciliation of scheme assets and liabilities to assets and liabilities recognised
The amounts recognised in the balance sheet are as follows:
|
2023 |
2022 |
|
|
Fair value of scheme assets |
|
|
|
Present value of defined benefit obligation |
( |
( |
|
Defined benefit pension scheme deficit |
( |
( |
The reconciliation of scheme assets and liabilities to assets and liabilities recognised assumes the fair value of scheme assets to be as they were as at 31 December 2022, being the most recent date of a full actuarial valuation.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
Defined benefit obligation
Changes in the defined benefit obligation are as follows:
|
2023 |
|
|
Present value at start of year |
|
|
Interest cost |
|
|
Present value at end of year |
|
Fair value of scheme assets
Changes in the fair value of scheme assets are as follows:
|
2023 |
|
|
Fair value at start of year |
|
|
Employer contributions |
|
|
Fair value at end of year |
|
Analysis of assets
The major categories of scheme assets are as follows:
|
2023 |
2022 |
|
|
Other |
550,000 |
133,000 |
|
Equity instruments |
2,741,000 |
2,741,000 |
|
Gifts |
3,476,000 |
3,476,000 |
|
6,767,000 |
6,350,000 |
The pension scheme has not invested in any of the group's own financial instruments or in properties or other assets used by the group.
Principal actuarial assumptions
The principal actuarial assumptions at the balance sheet date are as follows:
|
2023 |
2022 |
|
|
Mortality rate |
1.00 |
1.00 |
|
Discount rate |
|
|
|
Future salary increases |
|
|
|
Future pension increases |
|
|
|
Inflation |
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Share capital |
Allotted, called up and fully paid shares
|
2023 |
2022 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
5,716,278 |
|
5,716,278 |
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
|
Reserves |
Group
Share Capital
This reserve reflects the nominal value of share capital issued by the group.
Profit and loss account
This reserve reflects the accumulated profits and losses net of any distributions to shareholders for the group.
Minority interest
This reserve reflects the accumulated profits and losses attributable to non-controlling interests of the group
Foreign currency translation reserve
This reserve reflects the gains or losses resulting fro the conversion of the financial statements of a foreign subsiuary.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
The changes to each component of equity resulting from items of other comprehensive income for the current year were as follows:
|
Foreign currency translation |
Other reserves |
Retained earnings |
Total |
|
|
Foreign currency translation gains/losses |
|
- |
( |
|
|
Reserves transfer |
- |
(16,557) |
16,557 |
- |
|
|
( |
- |
|
|
|
|
||||
The changes to each component of equity resulting from items of other comprehensive income for the prior year were as follows:
|
Foreign currency translation |
Other reserves |
Retained earnings |
Total |
|
|
Foreign currency translation gains/losses |
|
- |
( |
|
|
Remeasurement gain/loss on defined benefit pension schemes |
- |
- |
|
|
|
Reserves transfer |
- |
(16,019) |
16,019 |
- |
|
|
( |
|
|
|
|
|
||||
Company
Share Capital
This reserve reflects the nominal value of share capital issued by the company.
Profit and loss account
This reserve reflects the accumulated profits and losses net of any distributions to shareholders for the group or company.
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2023 |
2022 |
2023 |
2022 |
|
|
Other borrowings |
|
|
- |
- |
The loan accrues interest at a monthly rate of 0.8900%, in addition to the CDI benchmark rate. The loan is secured by a Fiduciary Assignment of Receivables, whereby Closure Systems International (Brazil) Sistemas de Vedacao Ltda has pledged its trade receivables to Bank Daycoval.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2023 |
2022 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
- |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Commitments |
Group
Capital commitments
The total amount contracted for but not provided in the financial statements was £Nil (2022 - £Nil).
Pension commitments
Commitments provided for in the accounts amounted to £Nil (2022 - £47,974)
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
|
Related party transactions |
Group and Company
Expenditure with and payables to related parties
|
2023 |
Key management |
|
Remuneration and bonuses |
|
|
|
|
|
2022 |
Key management |
|
Remuneration and bonuses |
|
|
|
|
Group
Loans from related parties
|
2023 |
Key management |
Total |
|
At start of period |
|
|
|
At end of period |
|
|
|
|
||
|
2022 |
Key management |
(As restated) |
|
At start of period |
|
|
|
Advanced |
|
|
|
At end of period |
|
|
|
|
||
Terms of loans from related parties
Company
Loans to related parties
|
2022 |
Subsidiary |
Total |
|
At start of period |
|
|
|
Advanced |
|
|
|
Impairment |
( |
( |
|
At end of period |
- |
- |
|
|
||
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2023
Terms of loans to related parties
Loans from related parties
|
2023 |
Subsidiary |
Key management |
Total |
|
At start of period |
|
|
|
|
Advanced |
|
- |
|
|
At end of period |
|
|
|
|
|
|||
|
2022 |
Subsidiary |
Key management |
(As restated) |
|
At start of period |
|
|
|
|
Advanced |
- |
|
|
|
At end of period |
|
|
|
|
|
|||
Terms of loans from related parties
|
Non adjusting events after the financial period |
|
|
|
|
|
|