Registration number:
Harrison Commons Holdings Limited
for the Year Ended 30 December 2024
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 2024
The directors present their strategic report for the year ended 30 December 2024.
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 2024, the group has made a profit after interest and taxation of £1,270,359 (2023 - loss of £1,882,652) the revenue for the year ended 30 December 2024 was £19,590,787 (2023 - £32,964,488).
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 £13,373,701 in turnover when compared to the 12 months ended 30 December 2023. During the period ended 30 December 2024, the group disposed of a subsidiary 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 £3,482,321 for the 12 month period ended 31 December 2023, to £2,025,101 in the current period. This decrease is related largely to the disposal of the group subsidiaries mentioned below.
No interim dividend has been declared (2023: £Nil).
The prospects of the business of the South American entities are believed to be good. Brazil is facing an increasingly competitive market, but due to the market size and the quality of the cap, especially in the secondary supplier market, we remain confident it can recover. Colombia continues to be very successful, and the long-term prospects are good.
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 2024
The directors present their report and the consolidated financial statements for the year ended 30 December 2024.
Directors of the group
The directors who held office during the year were as follows:
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
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, sale or purchase.
Disclosure of information to the auditor
The directors have taken steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which he knows the auditor is unaware.
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 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows, 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).
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 2024, 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 £963,524, purchases included in cost of sales of £381,788, wages and salaries of £52,746 and £80,204 included in cost of sales and administrative expenses respectively within the group financial statements for the year to 30 December 2024 are free from material misstatement. In addition we have been unable to determine whether the disclaimed brought forward balances and movements making up the net liabilities position to the period ended 3 March 2024 of Oxford Packaging Solutions Limited and used to calculate the profit on disposal of the subsidiary of £2,304,003 included in exceptional income of the group financial statements, are free from material misstatement.
The disclaimed brought forward balances for the year to 30 December 2023 which we were unable to obtain sufficient and appropriate audit evidence over, or use alternative procedures, included revenue of £7,816,934, cost of sales of £4,775,348, administrative expenditure of £3,455,097, tangible fixed assets of £1,183,613, trade debtors of £1,103,995, trade creditors of £1,301,719 and net pension liability of £3,421,409, together with the values presented in disclosure note 24.
Included within the group financial statements is £589,117 of other debtors and £816,997 of tangible fixed assets held by a member of the group, Closure Systems International (Brazil) Sistemas de Vedacao Ltda. We were unable to obtain sufficient and appropriate audit evidence, or use alternative procedures, to support the existence, completeness and valuation of these other debtors and fixed assets and to determine whether these values are recognised in accordance with Financial Reporting Standard 102 Section 29 'Income taxes' and Section 17 'Property, plant and equipment' respectively.
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 elements making up the profit on disposal, other debtors, tangible fixed assets, and the elements making up the Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows.
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
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.
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 4, 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 2024.
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
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.
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 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.
......................................
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 2024, 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 2024; |
• | 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's financial statements are prepared is consistent with the parent company's 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 in relation to the parent company.
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 4, 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
We have reported separately on the group financial statements of Harrison Commons Holdings Limited for the year ended 30 December 2024. 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 2024
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Note |
Continuing operations |
Discontinued operations |
Total |
Continuing operations |
Discontinued operations |
Total |
|
|
Turnover |
|
|
|
|
|
|
|
|
Cost of sales |
( |
( |
( |
( |
( |
( |
|
|
Gross profit |
|
|
|
|
|
|
|
|
Distribution costs |
( |
- |
( |
( |
( |
( |
|
|
Administrative expenses |
( |
( |
( |
( |
( |
( |
|
|
Exceptional income |
- |
- |
- |
|
- |
|
|
|
Exceptional item |
|
- |
|
- |
- |
- |
|
|
Other operating income |
|
- |
|
( |
|
|
|
|
Operating profit |
|
|
|
|
|
|
|
|
Other interest receivable and similar income |
|
- |
|
|
- |
|
|
|
Interest payable and similar expenses |
|
( |
|
( |
( |
( |
|
|
Profit/(loss) before tax |
|
|
|
( |
|
( |
|
|
Tax on profit/(loss) |
( |
- |
( |
( |
( |
( |
|
|
Profit/(loss) for the financial year |
|
|
|
( |
|
( |
Harrison Commons Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 30 December 2024
|
Note |
Continuing operations |
Discontinued operations |
Total |
Continuing operations |
Discontinued operations |
Total |
|
|
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 2024
|
2024 |
2023 |
|
|
Profit/(loss) for the year |
|
( |
|
Transfer of reserves on the disposal of a subsidiary |
- |
|
|
Foreign currency translation (losses)/gains |
( |
|
|
(2,832,339) |
2,521,469 |
|
|
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 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets not including goodwill |
|
- |
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors: amounts falling due after more than one year |
870,060 |
234,309 |
|
|
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) |
11,840,964 |
16,824,353 |
|
|
Net pension liability |
- |
(3,421,409) |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
5,716,278 |
5,716,278 |
|
|
Other reserves |
(32,576) |
(32,576) |
|
|
Foreign currency translation reserve |
(1,182,870) |
1,649,469 |
|
|
Retained earnings |
7,340,023 |
6,069,535 |
|
|
Equity attributable to owners of the company |
11,840,855 |
13,402,706 |
|
|
Minority interests |
109 |
238 |
|
|
Shareholders' funds |
11,840,964 |
13,402,944 |
Approved and authorised by the
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Harrison Commons Holdings Limited
(Registration number: 03293207)
Balance Sheet as at 30 December 2024
|
Note |
2024 |
2023 |
|
|
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 £132,528 (2023 - loss of £89,969).
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 2024
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 do not result in a loss of control |
- |
- |
- |
- |
- |
( |
( |
|
At 30 December 2023 |
5,716,278 |
1,649,469 |
(32,576) |
6,069,535 |
13,402,706 |
238 |
13,402,944 |
Harrison Commons Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 December 2024
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 2023 |
|
|
( |
|
|
|
|
|
Profit/(loss) for the year |
- |
- |
- |
|
|
( |
|
|
Other comprehensive income |
- |
( |
- |
- |
( |
- |
( |
|
Total comprehensive income |
- |
( |
- |
|
( |
( |
( |
|
At 30 December 2024 |
|
( |
( |
|
|
|
|
Harrison Commons Holdings Limited
Statement of Changes in Equity for the Year Ended 30 December 2024
|
Share capital |
Retained earnings |
Total |
|
|
At 31 December 2022 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 30 December 2023 |
5,716,278 |
(6,040,908) |
(324,630) |
|
Share capital |
Retained earnings |
Total |
|
|
At 31 December 2023 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 30 December 2024 |
|
( |
( |
Harrison Commons Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 30 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Profit/(loss) for the year |
|
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Amortisation of negative goodwill |
- |
( |
|
|
Effect of foreign exchange fluctuations on fixed assets |
|
( |
|
|
Loss on disposal of tangible assets |
- |
|
|
|
(Profit)/loss from disposal of investments |
( |
|
|
|
Increase/(decrease) in provisions |
( |
- |
|
|
Impairment of fixed assets |
- |
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Interest charges to pension fund |
- |
|
|
|
Income tax expense |
|
|
|
|
Foreign currency (gains)/losses through profit or loss |
( |
( |
|
|
( |
|
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
(Increase)/decrease in trade debtors |
|
|
|
|
Increase/(decrease) in trade creditors |
( |
( |
|
|
Decrease in provisions |
- |
( |
|
|
Cash generated from operations |
( |
|
|
|
Income taxes (paid)/received |
( |
|
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of investment assets |
( |
( |
|
|
Acquisition of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Acquisition of intangible assets |
( |
- |
|
|
Development of intangible assets |
( |
- |
|
|
Drawdown of bank deposits |
|
- |
|
|
Payments to pension fund |
- |
( |
|
|
Disposal of subsidiary (net of cash disposed) |
- |
|
|
|
Loss of cash from disposal of subsidiary |
( |
- |
|
|
Net cash flows from investing activities |
|
( |
|
Harrison Commons Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 30 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Repayment of related party borrowing |
( |
- |
|
|
Repayment of other borrowing |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 31 December |
|
|
|
|
Effect of exchange rate fluctuations on cash held |
|
- |
|
|
Cash and cash equivalents at 30 December |
1,175,939 |
3,235,137 |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
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 its individual profit and loss account.
The company has taken advantage of the exemption in section 1.12(b) of FRS 102 from preparing a company-only statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows 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 2024.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
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 Director confirms 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.
The sale of Peru in November 2023, has boosted the balance sheet significantly and provided cash resources to cover expenses at the Group level. Brazil, even after a tough year, continues as a going concern. Colombia continues to be a very successful and meet its budget year on year.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
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 £44,391 (2023 - £320,984).
During the year management have made an estimate for the provision of possible liabilities arising from litigation claims, primarily in its 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 £489,132 (2023 - £712,725).
During the year management have made an estimate for provision of bad debts. This basis for this provision is made on management's best estimate for the proportion of debtors that is unlikely to be paid. This estimation is considered to have a significant risk of causing a material adjustment to the carrying amount of the trade debtor valuation.. The carrying amount is £244,190 (2023 - £292,215).
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; and
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.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
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.
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.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
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 |
|
Plant and machinery |
7.5% - 20% per annum |
|
Motor vehicles |
5% - 20% per annum |
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
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.
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.
The group holds certain blockchain‑based tokens which are accounted for as intangible assets under FRS 102 Section 18. Management has determined that an active market exists for these assets, and accordingly the revaluation model has been adopted.
Digital assets are initially recognised at cost and subsequently carried at fair value, determined by reference to quoted prices on active exchanges at the reporting date. Increases in the carrying amount are recognised in statement of other comprehensive income and accumulated in a revaluation reserve. Decreases that offset previous revaluation gains are recognised in the statement of other comprehensive income; all other decreases are recognised in profit or loss.
Digital assets are considered to have an indefinite useful life and are therefore not amortised. They are tested annually for impairment and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
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.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
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.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a post-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and costs of disposal are incremental costs directly attributable to the disposal of an asset or cash generating unit, excluding finance costs and income tax expense.
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 2024
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 2024
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 2024
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
The analysis of the group's Turnover for the year by geographical market is as follows:
|
2024 |
2023 |
|
|
UK |
963,524 |
7,575,632 |
|
Colombia |
4,980,890 |
5,865,957 |
|
Brazil |
9,621,184 |
12,568,018 |
|
Peru |
- |
2,474,314 |
|
Venezuela |
3,493,256 |
1,793,915 |
|
Argentina |
- |
257,087 |
|
Uruguay |
156,239 |
216,952 |
|
Guyana |
375,694 |
241,349 |
|
Chile |
- |
134,554 |
|
Bolivia |
- |
1,836,710 |
|
|
|
|
Exceptional items |
During the year £Nil (2023 - £4,923,094) 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.
During the reporting period, the Group disposed of a subsidiary on its entry into administration. This disposal was outside the ordinary course of business and has therefore been classified as an exceptional item. The disposal resulted in a profit on disposal of £2,304,003.
The analysis of the group's exceptional items for the year is as follows:
|
2024 |
2023 |
|
|
Amortisation of goodwill |
- |
4,923,094 |
|
Exceptional item |
2,304,003 |
- |
|
2,304,003 |
4,923,094 |
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Miscellaneous other operating income |
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2024 |
2023 |
|
|
Loss on disposal of Tangible assets |
- |
10,111 |
|
Loss from disposals of investments |
- |
2,810,132 |
|
- |
2,820,243 |
|
Operating profit/(loss) |
Arrived at after charging/(crediting):
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Operating lease expense - other |
- |
|
|
Loss on disposal of Tangible assets |
- |
10,111 |
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Other finance income |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
|
|
Foreign exchange (losses)/gains |
( |
|
|
Other finance costs |
- |
|
|
( |
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
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:
|
2024 |
2023 |
|
|
Operations |
|
|
|
Administration |
|
|
|
Directors |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Directors |
2 |
1 |
|
2 |
1 |
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
45,000 |
14,520 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
21,809 |
33,280 |
|
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Taxation |
Tax charged/(credited) in the income statement:
|
2024 |
2023 |
|
|
Current taxation |
||
|
Foreign tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit/(loss) before tax |
|
( |
|
Corporation tax at standard rate |
|
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
( |
- |
|
Effect of revenues exempt from taxation |
111,280 |
166,779 |
|
Effect of tax losses |
697,526 |
227,936 |
|
Effect of foreign tax rates |
(187,303) |
204,441 |
|
Total tax charge |
|
|
The group has estimated tax losses of £736,900 available to carry forward against future trading profits. There is an unprovided deferred tax asset of £184,225. The asset has not been recognised due to uncertainty around the timing of future profits. Deferred taxes at the balance sheet date have been measured using these enacted tax rates at that date.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Intangible assets |
Group
|
Trademarks, patents and licenses |
Digital assets |
Internally generated software development costs |
Other intangible assets |
Total |
|
|
Cost or valuation |
|||||
|
At 31 December 2023 |
|
- |
|
|
|
|
Additions internally developed |
- |
- |
|
- |
|
|
Additions acquired separately |
- |
|
- |
- |
|
|
Disposals |
- |
- |
( |
- |
( |
|
Foreign exchange movements |
( |
- |
( |
( |
( |
|
At 30 December 2024 |
|
|
|
|
|
|
Amortisation |
|||||
|
At 31 December 2023 |
|
- |
|
|
|
|
Amortisation charge |
- |
- |
|
- |
|
|
Amortisation eliminated on disposals |
- |
- |
( |
- |
( |
|
Foreign exchange movements |
( |
- |
( |
( |
( |
|
At 30 December 2024 |
|
- |
|
|
|
|
Carrying amount |
|||||
|
At 30 December 2024 |
- |
|
- |
- |
|
|
At 30 December 2023 |
- |
- |
- |
- |
- |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Tangible assets |
Group
|
Land and buildings |
Construction in progress and machinery under assembly |
Plant and machinery |
Motor vehicles |
Total |
|
|
Cost or valuation |
|||||
|
At 31 December 2023 |
|
|
|
|
|
|
Additions |
|
|
|
- |
|
|
Disposals |
( |
( |
( |
( |
( |
|
Foreign exchange movements |
( |
( |
( |
( |
( |
|
At 30 December 2024 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 31 December 2023 |
|
- |
|
|
|
|
Charge for the year |
|
- |
|
|
|
|
Eliminated on disposal |
( |
- |
( |
( |
( |
|
Foreign exchange movements |
( |
- |
( |
( |
( |
|
At 30 December 2024 |
|
- |
|
|
|
|
Carrying amount |
|||||
|
At 30 December 2024 |
- |
|
|
|
|
|
At 30 December 2023 |
|
|
|
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
Included within the net book value of land and buildings above is £Nil (2023 - £39,113) in respect of short leasehold land and buildings.
Tangible fixed assets with a carrying amount of £Nil (2023 - £1,183,613) 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 2024 (2023 - £Nil).
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 31 December 2023 |
|
|
At 30 December 2024 |
|
|
Provision |
|
|
At 31 December 2023 |
|
|
At 30 December 2024 |
|
|
Carrying amount |
|
|
At 30 December 2024 |
|
|
At 30 December 2023 |
|
During the year the group disposed of its holding in Oxford Packaging Solutions Limited. The disposal had no impact on the investment value held by the group.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
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 |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
251 Little Falls Drive, Wilmington DE 19808, United States |
|
|
|
|
|
Commerce House, Wickhams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands |
|
|
|
|
|
Avenida Prefeito Luís Latorre, Jardim Eldorado, Jundiaí - São Paulo, 13209-430, Brazil |
|
|
|
|
|
Bogotá DC at Carrera 106 No. 15ª – 25 Block 9 Warehouse 125 and 126 |
|
|
|
|
|
Bogotá, Cundinamarca, Cra. 106 No. 15 A 25 BD 25-26 |
|
|
|
|
|
Cecilia Grierson 255, 6th Floor, Buenos Aires, 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 |
|
Closure Systems International (Brazil) Sistemas de Vedacao Ltda The principal activity of Closure Systems International (Brazil) Sistemas de Vedacao Ltda is |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
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 Argentina S.R.L The principal activity of Alusud Argentina S.R.L is |
|
Discontinued operations |
Group
During the year, the group subsidiary Oxford Packaging Solutions Limited, a subsidiary which operated out of the UK, entered into administration on the 4 March 2024. On the 3 March 2024 the group lost control of the subsidiary and subsequently has recognised this as a profit on disposal of £2,304,003. The net liabilities at the date of disposal were £2,304,003.
In the prior period, the group sold its investment in Alusud Peru S.A., a subsidiary which operates out of Peru, on 8 November 2023. During the year the subsidiary contributed post-tax profit of £326,477. The group received a cash consideration of £2,370,929 in respect of the sale of this subsidiary. The net liabilities 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.
The table below summarizes the P&L impact of each discontinued operation.
|
Oxford Packaging Solutions Limited 2024 |
Oxford Packaging Solutions Limited 2023 |
Alusud Peru S.A. 2023 |
Total 2023 |
|
|
£ |
£ |
£ |
£ |
|
|
Revenue |
963,524 |
7,816,934 |
4,821,877 |
12,638,811 |
|
Gross Profit |
504,421 |
3,041,586 |
467,911 |
3,509,497 |
|
Operating Profit |
320,834 |
(18,414) |
1,738,363 |
1,719,949 |
|
Profit before tax |
311,166 |
(224,030) |
438,862 |
214,832 |
|
Profit for the year |
311,166 |
(224,030) |
326,477 |
102,447 |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
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 £44,391 (2023 - £320,984).
The carrying amount of stocks pledged as security for liabilities amounted to £Nil (2023 - £476,755).
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
- |
- |
|
|
Other debtors |
|
|
- |
- |
|
|
Prepayments |
|
|
- |
- |
|
|
Accrued income |
|
|
- |
- |
|
|
Deferred tax assets |
|
|
- |
- |
|
|
Income tax asset |
|
|
- |
- |
|
|
|
|
- |
- |
||
|
Group |
Company |
|||
|
Non-current |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
- |
- |
- |
|
Other debtors |
|
|
- |
- |
|
|
|
- |
- |
|
Trade debtors are stated after provisions for impairment of £244,190 (2023 - £292,215).
The carrying amount of trade debtors pledged as security for liabilities amounted to £2,779,188 (2023 - £3,634,163).
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Current asset investments |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Other investments |
165,109 |
1,164,180 |
- |
- |
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
|
- |
|
|
Other creditors |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
341,978 |
469,237 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Other non-current financial liabilities |
|
|
- |
- |
|
|
|
|
- |
- |
||
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Provisions for liabilities |
Group
|
Legal proceedings |
Total |
|
|
At 31 December 2023 |
|
|
|
Additional provisions |
( |
( |
|
At 30 December 2024 |
|
|
|
|
||
Legal proceedings - This provision relates to the recognision of the expected outcome of ongoing legal proceedings at the year end.
Company
|
|
The company did not recognise any provisions in the year (2023 - £nil).
|
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 period to 3 March 2024, the group operated a defined benefit scheme for the employees of its subsidiary, Oxford Packaging Solutions Limited. On the 3 March 2024, the group lost control of the subsidiaryDuring the year Oxford Packaging Solutions Limited and as a result of this disposal, all liabilities of the pension scheme were fully eliminated.
The Pension Scheme was 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 period to 3 March 2024, the group made zero contributions (2023 - 10 contributions of £41,667, totalling £416,667). No additional contribution was paid in this period (2023 - £Nil).
Values for defined benefit pension scheme as at 31 December 2024
Due to limitations in available documentation, management were unable to reliably estimate the disclosures required as at 3 March 2024 and 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.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
Reconciliation of scheme assets and liabilities to assets and liabilities recognised
The amounts recognised in the balance sheet are as follows:
|
2023 |
|
|
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.
The defined benefit pension obligation of £10,188,000 as at 30 December 2023 included a present value at the start of the year of £10,088,000 and an interest cost during the year of £100,000.
The fair value of scheme assets of £6,766,667 as at 30 December 2023 included a fair value at the start of the year of £6,350,000 and employer contributions of £416,667.
Analysis of assets
The major categories of scheme assets are as follows:
|
2023 |
|
|
Other |
550,000 |
|
Equity instruments |
2,741,000 |
|
Gifts |
3,476,000 |
|
6,767,000 |
Principal actuarial assumptions
The principal actuarial assumptions at the balance sheet date are as follows:
|
2023 |
|
|
Mortality rate |
1.00 |
|
Discount rate |
|
|
Future salary increases |
|
|
Future pension increases |
|
|
Inflation |
|
|
Share capital |
Allotted, called up and fully paid shares
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
2024 |
2023 |
|||
|
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.
Retained earnings
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 from 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 2024
The changes to each component of equity resulting from items of other comprehensive income for the current year were as follows:
|
Foreign currency translation |
Total |
|
|
Foreign currency translation gains/losses |
( |
( |
|
|
||
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 |
|
- |
( |
|
|
Reserves transfer |
- |
(16,557) |
16,557 |
- |
|
|
( |
- |
|
|
|
|
||||
Company
Share Capital
This reserve reflects the nominal value of share capital issued by the company.
Retained earnings
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 |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
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 2024
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
- |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Subsidiary disposal |
On 3 March 2024, the Group disposed of its wholly owned subsidiary, Oxford Packaging Solutions Limited, as a result of the company entering into a company voluntary arrangement and entering administration on 4 March 2024. No consideration was received on disposal, and the subsidiary’s assets and liabilities were derecognised from the consolidated financial statements on that date. Following the disposal, the Group has no remaining obligations in respect of the subsidiary.
|
Commitments |
Group
Capital commitments
The total amount contracted for but not provided in the financial statements was £Nil (2023 - £Nil).
Pension commitments
Commitments provided for in the accounts amounted to £Nil (2023 - £Nil)
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Analysis of changes in net debt |
Group
|
At 31 December 2023 |
Financing cash flows |
Disposal of subsidiaries |
At 30 December 2024 |
|
|
Cash and cash equivalents |
||||
|
Cash |
3,235,137 |
(1,916,469) |
(142,729) |
1,175,939 |
|
Borrowings |
||||
|
Short term borrowings |
401,203 |
(278,484) |
- |
122,719 |
|
|
||||
|
|
( |
( |
|
|
Company
|
At 31 December 2023 |
Financing cash flows |
At 30 December 2024 |
|
|
Cash and cash equivalents |
|||
|
Cash |
26,546 |
(25,336) |
1,210 |
|
|
( |
|
|
|
|
|||
|
Related party transactions |
Group and Company
Expenditure with and payables to related parties
|
2024 |
Key management |
|
Remuneration and bonuses |
|
|
|
|
|
2023 |
Key management |
|
Remuneration and bonuses |
|
|
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
Group
Loans from related parties
|
2024 |
Key management |
Total |
|
At start of period |
|
|
|
Repaid |
( |
( |
|
At end of period |
|
|
|
|
||
|
2023 |
Key management |
Total |
|
At start of period |
|
|
|
At end of period |
|
|
|
|
||
Terms of loans from related parties
Company
Expenditure with and payables to related parties
|
2024 |
Key management |
|
Remuneration and bonuses |
|
|
|
|
Loans from related parties
|
2024 |
Subsidiary |
Key management |
Total |
|
At start of period |
|
|
|
|
Advanced |
|
- |
|
|
Repaid |
- |
( |
( |
|
At end of period |
|
|
|
|
|
|||
|
2023 |
Subsidiary |
Key management |
Total |
|
At start of period |
|
|
|
|
Advanced |
|
- |
|
|
At end of period |
|
|
|
|
|
|||
Terms of loans from related parties
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2024
|
Post balance sheet events |
|
|