| REGISTERED NUMBER: |
| KNYSNA (N.I.) LIMITED |
| Strategic Report, Directors' Report and |
| Financial Statements for the Period 1 April 2024 to 31 December 2024 |
| REGISTERED NUMBER: |
| KNYSNA (N.I.) LIMITED |
| Strategic Report, Directors' Report and |
| Financial Statements for the Period 1 April 2024 to 31 December 2024 |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Contents of the Financial Statements |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Directors' Report | 4 |
| Independent Auditors' Report | 6 |
| Income Statement | 9 |
| Statement of Financial Position | 10 |
| Statement of Changes in Equity | 11 |
| Notes to the Financial Statements | 12 |
| KNYSNA (N.I.) LIMITED |
| Company Information |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| INDEPENDENT AUDITORS: |
| Chartered Accountants and Statutory Auditors |
| 36-38 Northland Row |
| Dungannon |
| Co. Tyrone |
| BT71 6AP |
| BANKERS: |
| 1 Donegall Square South |
| Belfast |
| BT1 5LR |
| SOLICITORS: |
| Garvey Studios |
| 8-10 Longstone Street |
| Lisburn |
| BT28 1TP |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Strategic Report |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| The directors present their strategic report for the period 1 April 2024 to 31 December 2024. |
| REVIEW OF BUSINESS |
| The company continues to deliver a strong trading performance in respect of the period ended 31 December 2024 and the business remains in a sound financial position at the year end. |
| The directors consider the key performance indicators are those that communicate the financial performance and strengths as a whole, being revenue, gross profit margin and profit for the period. |
| The directors have provided an analysis of the key performance indicators of the business below. The directors continue to monitor costs to ensure the company remains profitable. The company continues to maintain a strong net asset position at 31 December 2024 of £6,428,332 (31 March 2024: £11,652,091). |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The company operations expose it to a variety of risks that include economic risk, competition risk and financial risk. The company has in place a risk management programme that seeks to limit and adverse effects on the financial performance of the company. |
| Competition Risk: |
| The company operates in a very competitive market. To manage such risk the company aim to set a brand quality and ensure high quality products. |
| Financial Risk: |
| The company's operations expose it to financial risk in relation to price risk, foreign exchange risk and credit risk. Price risk is the risk that the value of a security or investment will decrease. Foreign exchange risk exists when a financial transaction is denominated in a currency other than the domestic currency of the company. Credit risk is the risk of financial loss arising from a counterparty's failure to meet its contractual obligations. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of risk and the related finance costs. |
| Economic Risk: |
| Economic risk is inherent in the industry in which the company operates. The directors manage this risk by ensuring relationships with suppliers are maintained with the company having long standing relationships with such parties. The company regularly monitor credit limits with customers and aim to limit exposure to individual customers. |
| KEY PERFORMANCE INDICATORS |
| The directors consider the key performance indicators of the company to be those that reflect the performance of the company as a whole: |
| Period 1/4/24 to 31/12/24 |
Year ended 31/3/24 |
| £ | £ |
| Revenue | 19,935,095 | 23,929,800 |
| Gross profit | 5,949,935 | 6,303,214 |
| Profit for the year | 1,648,611 | 5,586,327 |
| STRATEGY & DEVELOPMENT |
| The company's success is dependent on understanding and meeting the developing needs of customers and developing innovative solutions for their needs. The company will continue to improve upon its position and concentrate on achieving maximum growth in its market sector while at the same time continuing to improve efficiency in all areas of its operations. With its proven track record the company believes it will be well placed to retain existing customers and generate new business. |
| BUSINESS ENVIRONMENT |
| The food production sector is highly competitive with competition coming from large multi-national companies. The industry is performing well and appears strong despite its competitive nature. |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Strategic Report |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| EMPLOYEES NOTE |
| The company is dependent on the skills and commitment of its employees in order to achieve its objectives. Company staff at every level are encouraged to make their fullest possible contribution to the company's success. The company's selection, training, development and promotion policies ensure equal opportunities for all employees, regardless of gender, martial status, race, age or disability. All decisions are based on merit. |
| FUTURE DEVELOPMENTS |
| The directors are committed to long term creation of shareholder value by increasing its market share in the UK and Irish markets. The directors are confident that their strategy will result in continued growth and profitability. |
| ON BEHALF OF THE BOARD: |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Directors' Report |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| The directors present their report with the audited financial statements of the Company for the period ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the Company in the period under review was that of the manufacture and distribution of sauces and other related products. |
| DIVIDENDS |
| The directors paid an interim dividend of £6,872,370 (31 March 2024: £Nil). |
| The directors do not recommend payment of a final dividend (31 March 2024: £Nil). |
| RESEARCH AND DEVELOPMENT |
| Expenditure on research and development is written off in the year in which it is incurred. Research and development projects in which spend was incurred during the year includes; the development of a new sauce, product decontamination and the development of an ingredient.r. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| POLITICAL DONATIONS AND EXPENDITURE |
| The company did not make any disclosable political donations in the year (31 March 2024: £NIL). |
| DISCLOSURE IN THE STRATEGIC REPORT |
| In accordance with Section 414C (11) of Companies Act 2006, the directors have elected to disclose details of the business review, principal risks and uncertainties and employment policy in the company's Strategic Report which would otherwise be required to be disclosed in the Directors' Report. |
| DIRECTORS' RESPONSIBILITIES STATEMENT |
| The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Directors' Report |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. |
| AUDITORS |
| The auditors, CavanaghKelly, have indicated their willingness to continue in office in accordance with the provisions of Section 485 of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| Independent Auditors' Report to the Members of |
| Knysna (N.I.) Limited |
| Opinion |
| We have audited the financial statements of Knysna (N.I.) Limited (the 'Company') for the period ended 31 December 2024 which comprise the Income Statement, Statement of Financial Position, 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). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the period then ended; |
| - | 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 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon. |
| 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. |
| In connection with our audit of the 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. |
| Independent Auditors' Report to the Members of |
| Knysna (N.I.) Limited |
| Matters on which we are required to report by exception |
| 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 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: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Directors' Responsibilities Statement set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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. The objectives of our audit in respect of fraud are to assess the risk of material misstatement due to fraud, design and implement appropriate responses to those assessed risks and to respond appropriately to instances of fraud or suspected fraud identified during the course of our audit. However, the primary responsibility for the prevention and detection of fraud rests with management and those charged with governance of the company. |
| Independent Auditors' Report to the Members of |
| Knysna (N.I.) Limited |
| Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
| - | We obtained understanding of the legal and regulatory requirements applicable to the company’s financial statements and considered the most significant are the Companies Act 2006, Financial Reporting Standards (FRS102) and UK taxation legislation; |
| - | We have assessed the risk of material misstatement of the financial statements, including risk of material misstatement due to fraud and how it might occur by holding discussions with management and those charged with governance; |
| - | We enquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations; |
| - | Understanding the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; and |
| - | Discussions amongst the audit engagement team regarding how fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion we identified the following potential areas where fraud may occur: timing of revenue recognition and management override. |
| The audit response to risks identified included: |
| - | Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the relevant laws and regulations above; |
| - | Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risk of material misstatement due to fraud; |
| In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are reasonable and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
| 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. |
| Use of our report |
| This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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 and Statutory Auditors |
| 36-38 Northland Row |
| Dungannon |
| Co. Tyrone |
| BT71 6AP |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Income Statement |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| Period |
| 1/4/24 |
| to | Year ended |
| 31/12/24 | 31/3/24 |
| Notes | £ | £ |
| TURNOVER | 5 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| 3,449,951 | 3,104,182 |
| Other operating income | 6 |
| OPERATING PROFIT | 8 |
| Exceptional item | 9 | ( |
) |
| 2,429,925 | 6,226,700 |
| Finance costs | 10 | ( |
) | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 11 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL PERIOD |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Statement of Financial Position |
| 31 DECEMBER 2024 |
| 2024 | 2024 |
| Notes | £ | £ |
| NON-CURRENT ASSETS |
| Intangible assets | 13 |
| Tangible assets | 14 |
| CURRENT ASSETS |
| Stocks | 15 |
| Receivables: amounts falling due within one year |
16 |
| Cash at bank |
| PAYABLES |
| Amounts falling due within one year | 17 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PAYABLES |
| Amounts falling due after more than one year |
18 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 22 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 23 |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Statement of Changes in Equity |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 April 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 March 2024 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Knysna (N.I.) Limited is a private company, limited by shares, incorporated in Northern Ireland within the United Kingdom. The registered office of the company is 34 Jubilee Road, Newtownards, Co. Down, BT23 4YH, which is also the principal place of business of the company. The nature of the company's operations and its principal activities are set out in the Directors' Report. |
| The presentational currency of the financial statements is Pound Sterling (£). |
| 2. | STATEMENT OF COMPLIANCE |
| The financial statements of the company for the period ended 31 December 2024 have been prepared in accordance with the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland (FRS 102) issued by the Financial Reporting Council and in accordance with the Companies Act 2006. |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statement have been prepared on a going concern basis under the historical cost convention. |
| The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows; |
| • | the requirement of paragraph 33.7. |
| This information is included in the financial statements of Solina Group Holdings SAS at 31 December 2024 and these financial statements may be obtained from Solina Group Holdings SAS, 201 Rue Des Ecotais, 35310 Breal-sous-Montfort, France. |
| Revenue |
| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: |
| Sale of goods: |
| Revenue from the sale of goods is recognised when all of the following conditions are satisfied: |
| - the significant risks and rewards of ownership have been transferred to the buyer; |
| - the group retains no continuing involvement or control over the goods; |
| - the amount of revenue can be measured reliably; |
| - it is probable that future economic benefits will flow through the group; |
| - the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
| Goodwill |
| Purchased goodwill arising on the acquisition of a business represents the excess of the acquisition cost over the fair value of the identifiable net assets including other intangible fixed assets when they were acquired. Purchased goodwill is capitalised in the Statement of Financial Position and amortised on a straight line basis over its economic useful life of 10 years, which is estimated to be the period during which benefits are expected to arise. On disposal of a business any goodwill not yet amortised is included in determining the profit or loss on sale of the business. |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Patents, licences and trademarks are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal installments over their estimated useful economic life of 20 years. |
| Property, plant and equipment |
| Property, plant and equipment are stated at cost, less accumulated depreciation. Historic cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The charge to depreciation is calculated to write off the original cost of property, plant and equipment, less their estimated residual value, over their expected useful lives as follows: |
| Buildings freehold | - | 4% Straight line |
| Plant and machinery | - | 10% Straight line |
| Fixtures, fittings and equipment | - | 15% Straight line |
| Motor vehicles | - | 25% Straight line |
| Computer Equipment | - | 33% Straight line |
| The carrying values of property, plant and equipment are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable and is charged to the Income Statement. |
| Inventories |
| Inventories are valued at the lower of cost and net realisable value. Cost comprises expenditure incurred in the normal course of business in bringing inventories to their present location and condition. Full provision is made for obsolete and slow moving items. Net realisable value comprises actual or estimated selling price (net of trade discounts) less all further costs to completion or to be incurred in marketing and selling. |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. |
| (i) Financial assets |
| Basic financial assets, including trade and other receivables, cash and bank balances and amounts owed by group companies are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. |
| 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. |
| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the Income Statement. |
| Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
| (ii) Financial liabilities |
| Basic financial liabilities, including trade and other payables, bank loans and overdrafts and hire purchase contracts are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. |
| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
| (iii) Offsetting |
| Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Taxation |
| Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the year and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Statement of Financial Position date. |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Property, plant and equipment held under leasing and Hire Purchases arrangements which transfer substantially all the risks and rewards of ownership to the company are capitalised and included in the Statement of Financial Position at their cost or valuation, less depreciation. The corresponding commitments are recorded as liabilities. Payments in respect of these obligations are treated as consisting of capital and interest elements, with interest charged to the Income Statement. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Finance costs |
| Finance costs are charged to the Income Statement over the term of the debt. |
| Share Capital |
| Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. |
| Cash and cash equivalents |
| Cash and cash equivalents includes cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within current liabilities. |
| Hedge accounting |
| The company designates certain hedging instruments as either fair value hedges or cash flow hedges. At the inception of the hedge relationship, the entity documents the relationship along with its risk management objectives and its strategy for undertaking the various hedge transactions. On an ongoing basis, the company documents whether the instrument is highly effective in offsetting changes in fair value or cash flows of the hedge item. |
| Changes in fair value of derivatives designated as fair value hedges are recognised in profit or loss immediately together with any changes in the fair value of the hedged asset or liability attributable to the hedged risk. |
| The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow heading reserve. The gain or loss relation to the ineffective portion is recognised immediately in the profit or loss. |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Exceptional item |
| An exceptional item was recorded for the period ended 31 December 2024 in respect of costs associated with the sale to the group in which Knysna (N.I.) Limited was a subsidiary in the year.. |
| An exceptional item was recorded for the year ended 31 March 2024 in respect of the release of loan note interest, and related deferred tax, which was due to the shareholders of the company at 31 March 2024. At the prior year end, the loan note interest was no longer deemed payable, and as such has been credited to the income statement, where it had previously be deducted from. |
| 4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| (a) Critical Judgements in applying the company's accounting policies |
| There are no critical judgements in applying the company's accounting policies. |
| (b) Critical accounting estimates and assumptions |
| There are no critical accounting estimates and assumptions. |
| 5. | TURNOVER |
| The whole of the turnover is attributable to the company's main activity. |
| No analysis of turnover is presented as the directors consider such disclosure to be seriously prejudical to the company's interest. |
| 6. | OTHER OPERATING INCOME |
| Period |
| 1/4/24 |
| to | Year ended |
| 31/12/24 | 31/3/24 |
| £ | £ |
| Management Charge |
| Government grants |
| 91,708 | 107,339 |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 7. | EMPLOYEES AND DIRECTORS |
| Staff costs, including directors' remuneration, were as follows: |
| Period 1/4/24 to 31/12/24 | Year ended 31/3/24 |
| £ | £ |
| Wages and salaries | 2,945,842 | 2,699,168 |
| Social security costs | 309,397 | 256,296 |
| Other pension costs | 451,552 | 314,872 |
| 3,706,791 | 3,270,336 |
| The average number of employees, including directors employed during the period, was as follows: |
| Period 1/4/24 to 31/12/24 | Year ended 31/3/24 |
| No. | No. |
| Production staff | 53 | 45 |
| Sales staff | 6 | 8 |
| Admin staff | 38 | 33 |
| 97 | 86 |
| Director emoluments during the period was as follows: |
| Period 1/4/24 to 31/12/2024 |
Year ended 31/03/2024 |
| £ | £ |
| Director emolument | 132,295 | 300,082 |
| Company contribution to defined contribution schemes | 44,759 | 53,114 |
| 177,054 | 353,196 |
| The highest paid director during the year earned £122,715 (31 March 2024 £147,757). |
| During the year, retirements benefits were accruing for 2 directors (31 March 2024: 2) in respect of defined benefit pension schemes. The directors of the company are considered to be key management. |
| 8. | OPERATING PROFIT |
| Period 1/4/24 to 31/12/24 | Year ended 31/03/2024 |
| £ | £ |
| Operating lease charges | 197,742 | 194,445 |
| Depreciation - owned assets | 246,472 | 282,722 |
| Depreciation - leased assets | 98,535 | 152,340 |
| Patents, licences & trademarks amortisation | 154,883 | 205,012 |
| Auditor's remuneration | 15,000 | 14,500 |
| (Profit)/loss on disposal of fixed assets | (11,190 | ) | (20,000 | ) |
| (Profit)/loss on exchange | 5,310 | 2,378 |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 9. | EXCEPTIONAL ITEMS |
| Period |
| 1/4/24 |
| to | Year ended |
| 31/12/24 | 31/3/24 |
| £ | £ |
| Exceptional item | ( |
) |
| An exceptional item was recorded for the period ended 31 December 2024 in respect of costs associated with the sale of the group to which Knysna (NI) Limited was a subsidiary. Costs included additional remuneration for employees and a write off of a liability owed to a fellow group company. |
| An exceptional item was recorded for the year ended 31 March 2024 in respect of the release of loan note interest, and related deferred tax, which was due to the shareholders of the company at 31 March 2024. At the prior year end, the loan note interest was no longer deemed payable, and as such has been credited to the income statement, where it had previously be deducted from. |
| 10. | FINANCE COSTS |
| Period |
| 1/4/24 |
| to | Year ended |
| 31/12/24 | 31/3/24 |
| £ | £ |
| Bank interest |
| Bank loan interest |
| Hire purchase interest |
| 11. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| Period |
| 1/4/24 |
| to | Year ended |
| 31/12/24 | 31/3/24 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Adjustment in respect of prior |
| periods | (379 | ) | (131,887 | ) |
| Total current tax |
| Deferred tax |
| Tax on profit |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 11. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1/4/24 |
| to | Year ended |
| 31/12/24 | 31/3/24 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | ( |
) | ( |
) |
| Adjustments to tax charge in respect of previous periods | ( |
) | ( |
) |
| Deferred tax | 50,727 | 127,462 |
| R & D Relief | - | (32,480 | ) |
| periods |
| Group relief claimed | (11,810 | ) | (371,250 | ) |
| Exceptional item not taxable | - | (753,795 | ) |
| Intercompany loan written off | (37,970 | ) | - |
| Total tax charge | 575,593 | 221,962 |
| 12. | DIVIDENDS |
| Period |
| 1/4/24 |
| to | Year ended |
| 31/12/24 | 31/3/24 |
| £ | £ |
| Ordinary shares of 1 each |
| Interim |
| 13. | INTANGIBLE FIXED ASSETS |
| Patents, |
| licences & |
| Goodwill | trademarks | Totals |
| £ | £ | £ |
| COST |
| At 1 April 2024 |
| and 31 December 2024 |
| AMORTISATION |
| At 1 April 2024 |
| Amortisation for period |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 March 2024 |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 14. | PROPERTY, PLANT AND EQUIPMENT |
| Fixtures |
| Freehold | Plant and | and |
| property | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1 April 2024 |
| Additions |
| Disposals |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 April 2024 |
| Charge for period |
| Eliminated on disposal |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 March 2024 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 April 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 April 2024 |
| Charge for period |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 March 2024 |
| Included above are assets held under finance leases or hire purchase contracts as follows: |
31 December 2024 | Period 1/4/24 to 31/12/24 | 31 March 2024 | Year ended 31/3/24 |
| Carrying amount | Depreciation charge | Carrying amount | Depreciation charge |
| £ | £ | £ | £ |
| Plant and machinery and equipment | 484,315 | 59,076 | 475,900 | 77,480 |
| Motor vehicles | 173,001 | 39,459 | 205,796 | 74,860 |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 15. | STOCKS |
| 2024 | 2024 |
| £ | £ |
| Raw materials |
| Finished goods |
| 16. | RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2024 |
| £ | £ |
| Trade receivables |
| Amounts owed by group undertakings |
| Amounts owed by related parties | - | 555,424 |
| Other receivables |
| VAT |
| Prepayments |
| Amounts owed by group companies and owed by connected parties are unsecured, interest free and considered to be repayable on demand. |
| 17. | PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2024 |
| £ | £ |
| Bank loans and overdrafts (see note 19) |
| Hire purchase contracts (see note 20) |
| Trade payables |
| Amounts owed to group undertakings |
| Amounts owed to related parties | - | 417,536 |
| Tax |
| Social security and other taxes |
| Accruals and deferred income |
| Bank borrowings included in above and in the note below are secured as follows: |
| - A debenture over the assets and undertakings of Knysna (N.I.) Limited. |
| Hire purchase assets are secured against the assets to which they relate. |
| Amounts due to group companies and due to connected parties are unsecured, interest free and considered to be repayable on demand. |
| 18. | PAYABLES: AMOUNTS FALLING DUE AFTER ONE YEAR |
| 2024 | 2024 |
| £ | £ |
| Bank loans (see note 19) |
| Hire purchase contracts (see note 20) |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 19. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2024 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| Bank loans |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans more 5 yr by instal | - | 1,062,319 |
| 20. | LEASING AGREEMENTS |
| Minimum lease payments under hire purchase fall due as follows: |
| 2024 | 2024 |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| 21. | FINANCIAL INSTRUMENTS |
| 31/12/2024 | 31/03/2024 |
| £ | £ |
| Carrying amount of financial assets in the company |
| Measured at fair value through the income statement | 5,848,790 | 15,730,446 |
| Carrying amount of financial liabilities in the company |
| Measured at amortised cost | 4,882,313 | 9,041,474 |
| 22. | PROVISIONS FOR LIABILITIES |
| 2024 | 2024 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances |
| KNYSNA (N.I.) LIMITED (REGISTERED NUMBER: NI047142) |
| Notes to the Financial Statements - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 22. | PROVISIONS FOR LIABILITIES - continued |
| Deferred tax |
| £ |
| Balance at 1 April 2024 |
| Charge to Income Statement during period |
| Balance at 31 December 2024 |
| 23. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2024 |
| value: | £ | £ |
| Ordinary | 1 | 2 | 2 |
| 24. | RELATED PARTY DISCLOSURES |
| The company has availed of the exemption under FRS 102 in relation to the disclosure of transactions with group companies. |
| During the year, Knysna (N.I.) Limited were charged £192,343 (31 March 2024: £183,018) rent by Knysna Pension Scheme for use of premises, which was outstanding at year end and is included within trade creditors.This pension scheme is deemed a related party as it is operated for the benefit of Trevor Kells and Michael Haddock who served as directors and shareholders of Knysna (N.I.) Limited for part of the year. |
| 25. | ULTIMATE CONTROLLING PARTY |
| Knysna (N.I.) Limited is a wholly owned subsidiary of Obarcs (Holdings) Limited, a company registered in Northern Ireland. The address of Obarcs (Holdings) Limited is 34 Jubilee Road, Newtownards, Co. Down, BT23 4YH. Obarcs (Holdings) Limited is regarded as the immediate parent company at 31 December 2024. |
| The company considers Solina Group Holdings SAS, a company incorporated in France, to be its ultimate controlling party. |