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Registered number:
For the year ended
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Incodia International Ltd
Contents
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Incodia International Ltd
Company Information
Page 1
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Incodia International Ltd
Strategic Report
For the year ended 31 December 2024
The directors present the strategic report for the year ended 31 December 2024.
The principal activity of Incodia International Limited (the Company) is manufacture, personalisation and fulfilment of gift, digital content, loyalty, and membership cards for the retail and leisure markets.
The Company’s key financial and other performance indicators are as follows: 2024 2023 Change £000 £000 % Turnover 14,431 13,752 4.9% Ebitda (excluding exceptionals) 1,958 861 127.4% Ebitda % 13.6% 6.3% 7.3% Average number of employees 108 122 (11.5%) During 2024, the Company experienced a transformative year, with the benefits crystalising from the accelerated card pricing strategy, the downsizing of the Colchester Plant from June 2024 onwards, and the additional operational efficiencies in Skelmersdale, all contributing to a 127.4% increase in Ebitda. At the time of writing, in the first half of 2025, the Company has been able to outperform both the budgeted and prior year revenues and Ebitda and generate positive cash flows. Combining management structures between the Company and PCS will further align the strategic direction of both the companies and increase profitability. Looking forward to 2025, the key strategic initiatives are:
∙Leverage the synergies between the Company, PCS and Colorman to widen the capability and capacity to serve the cards market more effectively and efficiently.
∙Leverage the expertise in the card personalisation and fulfilment arena to increase value added services.
∙Continue to drive market presence, improve efficiencies and enhance environmental credentials.
∙Leverage Woodberry’s financial resources, market expertise and capabilities to improve the company’s profitability.
The principal risks and uncertainties faced by the Company’s business are:
∙Effectively managing the persisting inflationary pressures in the UK economy.
∙Market-driven downward pressure on selling prices
∙Changes in raw material and energy costs resulting from global economic factors
∙Evolution of new card products or card technology which could significantly alter the dynamics of the market
∙New service providers entering the UK card services market and further increasing price competition
∙Increase in risk of bad debts
Despite these risks the director is confident that the business can continue to be one of the major UK suppliers of card services and packaging products in 2025 and beyond.
Page 2
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Incodia International Ltd
Strategic Report (continued)
For the year ended 31 December 2024
It is Company policy to obtain credit reports from independent agencies for all new customers and to run regular checks on existing customers throughout the year.
The cyclical nature of the retail gift card business leads to seasonal cash flow constraints when working capital is ramped-up to meet peak sales demand. During the year the Company successfully invested in machinery to attain new capabilities and drive efficiencies through HP finance. Company has maintained a strong liquidity position throughout the year with Colorman providing short-term financial assistance. All the assets of the Company are in the United Kingdom. The Company trades primarily in the UK in Sterling. However, foreign currency purchases and sales continue to be a major activity of the business. The foreign exchange exposure is under constant review and the Company will consider further risk minimisation actions, if the sales or purchases profiles change significantly.
This report was approved by the board and signed on its behalf.
Page 3
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Incodia International Ltd
Director's Report
For the year ended 31 December 2024
The director presents his report and the financial statements for the year ended 31 December 2024.
The director is responsible for preparing the strategic report, the director's report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
The profit for the year, after taxation, amounted to £1,159,421 (2023 - loss £1,344,273).
The director does not recommend the payment of a final dividend for the year.
The director who served during the year was:
Disclosures relating to risk and a review of the business are included in the Strategic Report.
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Incodia International Ltd
Director's Report (continued)
For the year ended 31 December 2024
The Company has prepared monthly forecasts and projections for the period in excess of twelve months from the date of approval, and as at the year-end these projections indicate that the Company will be continue to deliver a positive EBITDA. The forecasts have been created taking into consideration sensitivities to consider the current economic conditions, the competitive nature of the industry, inflationary impacts and taking into account the continuing necessary costs control measures.
The directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that it is therefore appropriate to prepare the annual report and financial statements on a going concern basis.
The company policy to comply with all relevant legislation and regulations relating to the workplace including health and safety regulations, employment legislation and environmental regulations concerning the treatment of manufacturing waste. The Company has achieved accreditation under the environmental standard ISO 14001, British Retail Consortium and certification to the latest FSC standard 40-004, along with ISO9001 which covers workplace H&S with its Management systems scope. In addition, the Company is SEDEX registered and regularly audited to Ethical Trading Initiatives standards.
The Company has taken out insurance to indemnify, against third party proceedings, the directors of the Company whilst serving on the board of the Company and any subsidiary, associate or joint venture. This cover, together with that taken out by certain subsidiaries, where relevant, indemnifies all employees of the group who serve on the boards of all subsidiaries, associates and joint ventures. These indemnity policies subsisted throughout the year and remain in place at the date of this report.
There have been no significant events affecting the company since the year end.
The auditors, Hurst Accountants Limited, were appointed in the year and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Incodia International Ltd
Independent Auditors' Report to the Members of Incodia International Ltd
We have audited the financial statements of Incodia International Ltd (the 'company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, 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 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 Auditors' 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The director is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Incodia International Ltd
Independent Auditors' Report to the Members of Incodia International Ltd (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
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 or the director's report.
Page 7
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Incodia International Ltd
Independent Auditors' Report to the Members of Incodia International Ltd (continued)
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 auditors' 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.
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:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
∙The nature of the industry and sector, control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙Enquiring of management, including obtaining and reviewing supporting documentation, concerning the Company's policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected of alleged fraud.
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;
∙Obtaining an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or that had a fundamental effect on the operations of the Company, including General Data Protection requirements and Health & Safety.
Audit response to risks identified
Our procedures to respond to risk identified included the following:
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
∙Evaluation of management's controls designed to prevent and detect irregularities;
∙Enquiring of management concerning actual and potential litigation and claims;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙Reading minutes of meetings of those charged with governance, reviewing internal audit reports and correspondence with regulators.
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Incodia International Ltd
Independent Auditors' Report to the Members of Incodia International Ltd (continued)
We have also considered the risks noted above in addressing the risk of fraud through management override of controls:
∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' 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 auditors' 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
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
Page 9
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Incodia International Ltd
Statement of Comprehensive Income
For the year ended 31 December 2024
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Incodia International Ltd
Registered number: 01431189
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 29 form part of these financial statements.
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Incodia International Ltd
Statement of Changes in Equity
For the year ended 31 December 2024
Statement of Changes in Equity
For the year ended 31 December 2023
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Incodia International Limited (the 'Company') is a private company incorporated, domiciled and registered in England and Wales in the UK. The company's registered number is 01431189 and registered address is 2 Seddon Place, Skelmersdale, Lancashire, WN8 8EB.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Woodberry Packaging Limited as at 31 December 2024 and these financial statements may be obtained from 33 Fitzwilliam Place, Dublin 2, Dublin.
Page 13
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Page 14
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Page 15
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Tangible fixed assets Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed periodically to ensure that the asset value is fairly stated in the financial statements. Provision against irrecoverable debts At the balance sheet date, the Directors make judgements based on prior experience, regarding the level of provision required for debts that are deemed irrecoverable. Stock provision At the balance sheet date, the Directors make judgements based on prior experience, regarding the level of provision required to account for stock that is slow moving or obsolete.
Analysis of turnover by country of destination:
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Page 21
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Page 22
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
There were no factors that may affect future tax charges.
Page 23
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Page 24
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Page 25
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Page 26
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Page 27
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
20.Deferred taxation (continued)
Profit and loss
Share premium
Any transactions costs associated with the issuing of shares are deducted from share premium.
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 £82,543 (2023: £101,227). Contributions totalling £25,158 (2023: £25,197) were payable to the fund at the balance sheet date and are included in creditors
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Incodia International Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
25.Capital Commitment
The company has incurred capital expenditure to purchase new machinery. A deposit of 40% (£302,000) was paid in the year, the final remaining payment and delivery of machine occurred in 2025.
The company regards Woodberry Packaging Limited as its parent company. The registered office of Woodberry Packaging Limited is 33 Fitzwilliam Place, Dublin 2.
The company's ultimate parent company is Ryhall Limited with its registered office at 2 Shelbourne Buildings, Crampton Avenue, Dublin 4. The company is ultimately controlled P Doran, by virtue of their shareholding of Ryhall Limited.
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