Prembro Limited - Limited company accounts 20.1

REGISTERED NUMBER: 00490664 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2019

for

Prembro Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

B D Cavas

A J Van Es

SECRETARY:

Aquass Secretaries Limited

REGISTERED OFFICE:

Eagle Court

9 Vine Street

Uxbridge

Middlesex

UB8 1QE

REGISTERED NUMBER:

00490664 (England and Wales)

AUDITORS:

Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

The directors present their report with the financial statements of the company for the year ended 31 December 2019.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the import and export of commodities.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2019.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2019 to the date of this report.

B D Cavas

A J Van Es

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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). 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.

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Anstey Bond LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

B D Cavas - Director

28 October 2020

Opinion

We have audited the financial statements of Prembro Limited (the 'company') for the year ended 31 December 2019 which comprise the Income Statement, Balance Sheet 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 2019 and of its profit for the year 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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. 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

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 Report of the Directors.

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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Colin Ellis FCCA CF (Senior Statutory Auditor)

for and on behalf of Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

28 October 2020

TURNOVER

3

16,629,699

4,914,037

Cost of sales

(15,772,375

)

(4,711,489

)

GROSS PROFIT

857,324

202,548

Administrative expenses

(489,730

)

(176,953

)

367,594

25,595

Other operating income

46,870

52,901

OPERATING PROFIT and

PROFIT BEFORE TAXATION

414,464

78,496

Tax on profit

7

(123,427

)

(47,137

)

PROFIT FOR THE FINANCIAL YEAR

291,037

31,359

FIXED ASSETS

Tangible assets

8

4,439

5,921

CURRENT ASSETS

Debtors

9

7,945,192

5,645,550

Cash at bank

365,002

400,865

8,310,194

6,046,415

CREDITORS

Amounts falling due within one year

10

(7,386,589

)

(5,415,329

)

NET CURRENT ASSETS

923,605

631,086

TOTAL ASSETS LESS CURRENT
LIABILITIES

928,044

637,007

CAPITAL AND RESERVES

Called up share capital

540,000

Retained earnings

388,044

97,007

SHAREHOLDERS' FUNDS

928,044

637,007

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2020 and were signed on its behalf by:

B D Cavas - Director

A J Van Es - Director

1.	STATUTORY INFORMATION

Prembro Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Going concern

These financial statements have been prepared on the basis of the going concern assumption.

Use of estimates

The preparation of the financial statements requires the management to form opinions and to make estimates and assumptions that influence the application of principles and the reported values of assets and liabilities and of income and expenditure. Actual results may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions of estimates are recognised in the period in which the estimate is revised and in future periods for which the revision has consequences.

Turnover

Turnover represents sales income receivable during the year, net of VAT.

Revenue recognition

Revenue is recognised as commissions from the arrangement of importing commodities. The point at which a sale arises is when an agreement is completed.

Tangible fixed assets

Depreciation is provided for at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Plant and machinery etc - 20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 year 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.

Cash and cash equivalents

Cash and cash equivalents are included in the balance sheet at cost. Cash and cash equivalents comprise of cash within the bank.

Trade and other creditors

Trade and other creditors are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method.

Trade and other debtors

Trade and other debtors are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2019

2018

Within the EU

84.86%

76.11%

Outside the EU

15.14%

23.89%

100.00%

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2018 - NIL).

5.	OPERATING PROFIT

The operating profit is stated after charging:

2019

2018

£

Depreciation - owned assets

1,711

2,418

6.	AUDITORS' REMUNERATION

2019

2018

£

Fees payable to the company's auditors in relation to the audit of the annual financial
statements

20,000

8,000

Additional fees payable to the company's auditors on behalf of group entities

4,000

-

24,000

8,000

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2019

2018

£

Current tax:

UK corporation tax

123,427

47,137

Tax on profit

123,427

47,137

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2019

2018

£

Profit before tax

414,464

78,496

Profit multiplied by the standard rate of corporation tax in the UK of 19%
(2018 - 19%)

78,748

14,914

Effects of:

Expenses not deductible for tax purposes

2,398

2,647

Capital allowances in excess of depreciation

(42

)

(2,801

)

Adjustments to tax charge in respect of previous periods

42,323

32,377

Total tax charge

123,427

47,137

8.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2019

8,339

Additions

229

At 31 December 2019

8,568

DEPRECIATION

At 1 January 2019

2,418

Charge for year

1,711

At 31 December 2019

4,129

NET BOOK VALUE

At 31 December 2019

4,439

At 31 December 2018

5,921

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

Trade debtors

6,873,368

5,101,337

Amounts owed by group undertakings

882,625

396,762

Other debtors

189,199

147,451

7,945,192

5,645,550

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

Bank loans and overdrafts

3,845,348

3,707,469

Trade creditors

1,799,393

333,971

Taxation and social security

81,138

13,833

Other creditors

1,660,710

1,360,056

7,386,589

5,415,329

11.	CONTINGENT LIABILITIES

The Company and its other group members, Pritt & Co., Limited and Pritt Intertrade Limited, have given a composite Company Unlimited Multilateral Guarantee dated 28 June 2004 to HSBC Bank Plc. The total exposure under this guarantee amounted to £3,845,348 (2018: £3,707,469). In addition, the bank holds a group set-off.

12.	RELATED PARTY DISCLOSURES

The Company has taken advantage of the exemption available in accordance with FRS 8 "Related party disclosures" not to disclose transactions entered into between two or more members of a Group, as the Company is wholly owned subsidiary undertaking of the Group to which it is party to the transactions.

13.	POST BALANCE SHEET EVENTS

Subsequent to the year end, there was an outbreak of a global pandemic (Novel Coronavirus disease) resulting in significant financial and economic impact on major economies across the globe and affecting a wide range of industries. At the date of the approval of the financial statements, the directors were continuing to assess the impact of the above-mentioned event on its subsequent period's financial results. From their finding to date, the directors concluded that the going concern basis was appropriate.

This is a non-adjusting event, the directors have not considered any adjustments to the financial statements for the year ended 31 December 2019.

14.	ULTIMATE CONTROLLING PARTY

The directors regard Devinlop Trust Reg, a company incorporated in Lichtenstein, as the company's ultimate parent undertaking.