ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312023-05-262022-12-312023-05-26truetrue31false2022-01-01truetruetruefalseNo description of principal activity33true 01968377 2022-01-01 2022-12-31 01968377 2021-01-01 2021-12-31 01968377 2022-12-31 01968377 2021-12-31 01968377 2021-01-01 01968377 c:CompanySecretary1 2022-01-01 2022-12-31 01968377 c:Director1 2022-01-01 2022-12-31 01968377 c:Director1 2022-12-31 01968377 c:Director2 2022-01-01 2022-12-31 01968377 c:Director2 2022-12-31 01968377 c:Director3 2022-01-01 2022-12-31 01968377 c:Director3 2022-12-31 01968377 c:Director4 2022-01-01 2022-12-31 01968377 c:Director5 2022-01-01 2022-12-31 01968377 c:Director5 2022-12-31 01968377 c:Director6 2022-01-01 2022-12-31 01968377 c:Director6 2022-12-31 01968377 c:Director7 2022-01-01 2022-12-31 01968377 c:Director7 2022-12-31 01968377 c:Director8 2022-01-01 2022-12-31 01968377 c:Director8 2022-12-31 01968377 c:RegisteredOffice 2022-01-01 2022-12-31 01968377 d:FurnitureFittings 2022-01-01 2022-12-31 01968377 d:FurnitureFittings 2022-12-31 01968377 d:FurnitureFittings 2021-12-31 01968377 d:FurnitureFittings d:OwnedOrFreeholdAssets 2022-01-01 2022-12-31 01968377 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-12-31 01968377 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2021-12-31 01968377 d:OtherResidualIntangibleAssets 2022-01-01 2022-12-31 01968377 d:CurrentFinancialInstruments 2022-12-31 01968377 d:CurrentFinancialInstruments 2021-12-31 01968377 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 01968377 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 01968377 d:ReportableOperatingSegment1 2022-01-01 2022-12-31 01968377 d:ReportableOperatingSegment1 2021-01-01 2021-12-31 01968377 d:ReportableOperatingSegment7 2022-01-01 2022-12-31 01968377 d:ReportableOperatingSegment7 2021-01-01 2021-12-31 01968377 e:UnitedKingdom 2022-01-01 2022-12-31 01968377 e:UnitedKingdom 2021-01-01 2021-12-31 01968377 e:RestEuropeOutsideUK 2022-01-01 2022-12-31 01968377 e:RestEuropeOutsideUK 2021-01-01 2021-12-31 01968377 d:UKTax 2022-01-01 2022-12-31 01968377 d:UKTax 2021-01-01 2021-12-31 01968377 d:ShareCapital 2022-01-01 2022-12-31 01968377 d:ShareCapital 2022-12-31 01968377 d:ShareCapital 2021-01-01 2021-12-31 01968377 d:ShareCapital 2021-12-31 01968377 d:ShareCapital 2021-01-01 01968377 d:OtherMiscellaneousReserve 2022-01-01 2022-12-31 01968377 d:OtherMiscellaneousReserve 2022-12-31 01968377 d:OtherMiscellaneousReserve 2021-01-01 2021-12-31 01968377 d:OtherMiscellaneousReserve 2021-12-31 01968377 d:OtherMiscellaneousReserve 2021-01-01 01968377 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 01968377 d:RetainedEarningsAccumulatedLosses 2022-12-31 01968377 d:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 01968377 d:RetainedEarningsAccumulatedLosses 2021-12-31 01968377 d:RetainedEarningsAccumulatedLosses 2021-01-01 01968377 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 01968377 d:AcceleratedTaxDepreciationDeferredTax 2021-12-31 01968377 d:RetirementBenefitObligationsDeferredTax 2022-12-31 01968377 d:RetirementBenefitObligationsDeferredTax 2021-12-31 01968377 c:OrdinaryShareClass1 2022-01-01 2022-12-31 01968377 c:OrdinaryShareClass1 2022-12-31 01968377 c:OrdinaryShareClass1 2021-12-31 01968377 c:FRS102 2022-01-01 2022-12-31 01968377 c:Audited 2022-01-01 2022-12-31 01968377 c:FullAccounts 2022-01-01 2022-12-31 01968377 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 01968377 d:WithinOneYear 2022-12-31 01968377 d:WithinOneYear 2021-12-31 01968377 d:BetweenOneFiveYears 2022-12-31 01968377 d:BetweenOneFiveYears 2021-12-31 01968377 2 2022-01-01 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 01968377

CEMBRIT LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

CEMBRIT LIMITED

COMPANY INFORMATION

Directors	Martin Albert (appointed 9 November 2022)
	Harry Bosshardt (appointed 30 June 2022)
	Aleksandar Horvat (appointed 30 June 2022)
	Cormac Murphy
	Morten Sorensen (appointed 9 November 2022)
	Torben Axelsen (resigned 26 October 2022)
	Michael Christensen (resigned 30 June 2022)
	Jorn Morkeberg Nielsen (resigned 30 June 2022)


Company secretary	Olga Austin


Registered number	01968377


Registered office	Warehouse 145
	Langford Way
	Appleton Thorn
	Warrington
	Cheshire
	WA4 4TQ


Independent auditors	WR Partners
	Chartered Accountants & Statutory Auditors
	Drake House
	Gadbrook Park
	Northwich
	Cheshire
	CW9 7RA

CEMBRIT LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 7
Statement of comprehensive income	8
Statement of financial position	9
Statement of changes in equity	10
Notes to the financial statements	11 - 24

CEMBRIT LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction

Strategic Report for Year Ended 31 December 2022.

Business review

The principal activity of Cembrit Limited is the sale of construction materials. Cembrit Limited is a wholly-owned subsidiary of Swisspearl Group AG, Switzerland, which specialises in the manufacture of materials for construction applications. There have not been any changes in the company's principal activities in the year under review.
2022 proved to be a challenging year for Cembrit Limited; growth suffered from the significant impact of the war in Ukraine.
Despite a decrease in sales of 6% (2022: £30.1 mil vs 2021: £31.9 mil), Cembrit was able to increase the gross profit margin to 23.6% (2021: 22.2%). Profit before tax grew year on year by 30.7% to £1,118k (2021 £855.4k), due to continued efforts to improve the fixed cost base.
Cembrit Limited is strongly positioned in the building materials market and intends to generate growth by introducing new products and services from the Swisspearl portfolio.

Principal risks and uncertainties

Foreign exchange risk
The Company's activities do not expose it to the financial risks of changes in foreign exchange rates.
Credit risk
The company's principal financial assets are bank balances, trade and other debtors, and stock. The company's credit risk is primarily attributable to its trade debtors.
The company does not feel that there is a significant credit risk in the business, based on prior experience. The sales of the business are spread over a large number of customers and therefore the business would not be
significantly affected by the loss of a major customer. The company also carries a credit insurance policy.
Liquidity risk
In terms of liquidity, the company is in a strong financial position and continues to generate cash. The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs.

Financial key performance indicators

The Company continuously monitors performance against forecasts and the prior year’s market position and market share. The main KPIs used by management are EBITDA of £1,291k (2021: £1,181k) and turnover of £30.1mil (2021: £31.9 mil).

This report was approved by the board on 26 May 2023 and signed on its behalf.

Cormac Murphy

Director

Page 1

CEMBRIT LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The 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 to 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.

Results and dividends

The profit for the year, after taxation, amounted to £896,261 (2021 - £691,490).

Directors

The directors who served during the year were:

Martin Albert (appointed 9 November 2022)

Harry Bosshardt (appointed 30 June 2022)

Aleksandar Horvat (appointed 30 June 2022)

Cormac Murphy

Morten Sorensen (appointed 9 November 2022)

Torben Axelsen (resigned 26 October 2022)

Michael Christensen (resigned 30 June 2022)

Jorn Morkeberg Nielsen (resigned 30 June 2022)

Future developments

The Company continues to expand and increase sales in UK across all of their main product lines.

Page 2

CEMBRIT LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

Under section 487(2) of the Companies Act 2006, WR Partners will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 26 May 2023 and signed on its behalf.

Cormac Murphy

Director

Page 3

CEMBRIT LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CEMBRIT LIMITED

Opinion

We have audited the financial statements of Cembrit Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2022 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 4

CEMBRIT LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CEMBRIT LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 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.

Page 5

CEMBRIT LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CEMBRIT LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, health and safety regulations and UK General Data Protection Regulation. We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to gain their understanding. Based on our understanding, our procedures involved enquiries of management, manual journal testing, cash book reviews for large and unusual transactions and challenging management on key accounting estimates and judgements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Page 6

CEMBRIT LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CEMBRIT LIMITED (CONTINUED)

Fran Johnson BSc FCA BFP (Senior statutory auditor)

for and on behalf of

WR Partners

Chartered Accountants

Statutory Auditors

Drake House

Gadbrook Park

Northwich

Cheshire

CW9 7RA

1 June 2023

Page 7

CEMBRIT LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2022

	2022	2021
Note	£	£


Turnover	4	30,094,621	31,952,577
Cost of sales		(22,991,227)	(24,869,624)
Gross profit		7,103,394	7,082,953
Distribution costs		(5,233,169)	(4,981,414)
Administrative expenses		(769,419)	(1,249,472)
Other operating income		-	4,224
Operating profit	5	1,100,806	856,291
Interest receivable and similar income		31,431	-
Interest payable and similar expenses	9	(13,767)	(895)
Profit before tax		1,118,470	855,396
Tax on profit	10	(222,209)	(163,906)
Profit for the financial year		896,261	691,490

Other comprehensive income for the year
Hedging of derivative financial instrument	6,978	(4,084)
Other comprehensive income for the year	6,978	(4,084)

Total comprehensive income for the year	903,239	687,406

The notes on pages 11 to 24 form part of these financial statements.

Page 8

CEMBRIT LIMITED

REGISTERED NUMBER: 01968377

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

		2022		2021
Note		£		£

Fixed assets
Tangible assets	12		6,731		192,787
			6,731		192,787
Current assets
Stocks	13	3,364,002		4,017,344
Debtors: amounts falling due within one year	14	6,078,818		6,013,872
Cash at bank and in hand	15	4,638,244		3,434,343
		14,081,064		13,465,559
Creditors: amounts falling due within one year	16	(8,574,392)		(9,043,658)
Net current assets			5,506,672		4,421,901
Total assets less current liabilities			5,513,403		4,614,688
Provisions for liabilities
Deferred tax	17	-		(4,524)
			-		(4,524)
Net assets			5,513,403		4,610,164

Capital and reserves
Called up share capital	18	500,000	500,000
Other reserves	19	600,000	600,000
Profit and loss account	19	4,413,403	3,510,164
		5,513,403	4,610,164

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 May 2023.

Cormac Murphy

Director

The notes on pages 11 to 24 form part of these financial statements.

Page 9

CEMBRIT LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2022	500,000	600,000	3,510,164	4,610,164
Comprehensive income for the year
Profit for the year	-	-	896,261	896,261
Currency translation differences	-	-	6,978	6,978
Other comprehensive income for the year	-	-	6,978	6,978
Total comprehensive income for the year	-	-	903,239	903,239
Total transactions with owners	-	-	-	-
At 31 December 2022	500,000	600,000	4,413,403	5,513,403

The notes on pages 11 to 24 form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2021

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2021	500,000	600,000	2,822,758	3,922,758
Comprehensive income for the year
Profit for the year	-	-	691,490	691,490
Currency translation differences	-	-	(4,084)	(4,084)
Other comprehensive income for the year	-	-	(4,084)	(4,084)
Total comprehensive income for the year	-	-	687,406	687,406
Total transactions with owners	-	-	-	-
At 31 December 2021	500,000	600,000	3,510,164	4,610,164

The notes on pages 11 to 24 form part of these financial statements.

Page 10

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.	General information

Cembrit Limited is a private company, limited by shares and incorporated in England and Wales. The address of the registered office and the principal place of business are the same and detailed on the company information page.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Swisspearl Group AG as at 31 December 2022 and these financial statements may be obtained from Swisspearl Group AG, Eternitstrasse 3 Niederurnen, GLARUS, 8867 Switzerland.

Page 11

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 12

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

Computer software

50%

Page 13

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings

10%

to 33.3% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is 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.

2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 14

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

2.17

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported. These estimates and judgements are continually reviewed and are based on factors that are believed to be reasonable under the circumstances.
Stock Provision
Management use estimation to calculate the provision of stock held by reviewing slow moving stock and providing for the stock that are older than 2 years. This policy is set at group level and management deem it is an appropriate reflection of the life of the stock and for customer safety purposes.
Dilapidations
Management use estimation to calculate dilapidations on leases that existed at the year end, based on the latest correspondence with solicitors and surveyors.

Page 15

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Sale of goods	29,998,876	31,860,254
Intercompany	95,745	92,323
	30,094,621	31,952,577

Analysis of turnover by country of destination:

					2022	2021
					£	£

United Kingdom	29,998,746	31,860,254
Rest of Europe	95,875	92,323
	30,094,621	31,952,577

Other operating lease rentals

126,154

102,322

	Fees payable to the Company's auditors for the audit of the Company's financial statements	26,500	28,000
		26,500	28,000

Page 16

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Wages and salaries	1,854,984	1,999,200
Social security costs	226,489	196,755
Cost of defined contribution scheme	101,287	82,762
	2,182,760	2,278,717

The average monthly number of employees, including the directors, during the year was as follows:

	2022	2021
	No.	No.

Sales and distribution	28	27
Administration	5	4

	33	31

8.	Interest receivable
		2022	2021
		£	£

	Other interest receivable	31,431	-
		31,431	-

9.	Interest payable and similar expenses
		2022	2021
		£	£

	Finance leases and hire purchase contracts	13,767	895
		13,767	895

Page 17

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Corporation tax
Current tax on profits for the year	249,594	38,861
Adjustments in respect of previous periods	(925)	-
	248,669	38,861

Total current tax	248,669	38,861

Deferred tax
Origination and reversal of timing differences	(26,460)	125,045
Total deferred tax	(26,460)	125,045


	Taxation on profit on ordinary activities	222,209	163,906

Page 18

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

10.Taxation (continued)

Profit on ordinary activities before tax

1,118,470

855,396

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	212,509	162,525
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	12,911	568
Remeasurement of deferred tax for changes in tax rates	(5,265)	813
Adjustments to tax charge in respect of prior periods	(925)	-
Other differences leading to an increase (decrease) in the tax charge	2,979	-
Total tax charge for the year	222,209	163,906

Factors that may affect future tax charges

The main rate of corporation tax for the year ended 31 December 2022 was 19% and will remain in force until 31 March 2023.
From 1 April 2023, there is no longer a single Corporation Tax rate. In Finance Act 2021 the Corporation Tax main rate increased to 25% for profits above £250,000. A small profits rate of 19% was also announced for companies with profits of £50,000 or less. Companies with profits between £50,000 and £250,000 will pay tax at the main rate, reduced by a marginal relief. This provides a gradual increase in the effective Corporation Tax rate.

Page 19

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

11.	Intangible assets

		Computer Software
		£
	Cost
	At 1 January 2022	4,659
	At 31 December 2022	4,659
	Amortisation
	At 1 January 2022	4,659
	At 31 December 2022	4,659
	Net book value
	At 31 December 2022	-
	At 31 December 2021	-

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CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

12.	Tangible fixed assets

		Fixtures and fittings
		£
	Cost or valuation
	At 1 January 2022	617,881
	Additions	3,989
	Disposals	(612,800)
	At 31 December 2022	9,070
	Depreciation
	At 1 January 2022	425,094
	Charge for the year on owned assets	190,045
	Disposals	(612,800)
	At 31 December 2022	2,339
	Net book value
	At 31 December 2022	6,731
	At 31 December 2021	192,787

Page 21

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

13.	Stocks
		2022	2021
		£	£

Raw materials and consumables	3,364,002	4,017,344
	3,364,002	4,017,344

14.

Debtors

					2022	2021
					£	£


Trade debtors	5,880,155	5,639,059
Amounts owed by group undertakings	14,822	81,747
Other debtors	-	91,000
Prepayments and accrued income	161,905	202,066
Deferred taxation	21,936	-
	6,078,818	6,013,872

15.	Cash and cash equivalents
		2022	2021
		£	£

Cash at bank and in hand	4,638,244	3,434,343
Less: bank overdrafts	-	(55,726)
	4,638,244	3,378,617

Page 22

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

16.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Bank overdrafts	-	55,726
Trade creditors	159,291	503,935
Amounts owed to group undertakings	5,783,908	5,717,618
Corporation tax	129,547	38,861
Other taxation and social security	678,964	673,309
Other creditors	3	6,979
Accruals and deferred income	1,822,679	2,047,230
	8,574,392	9,043,658

17.	Deferred taxation

		2022
		£

	At beginning of year	(4,524)
	Utilised in year	26,460
	At end of year	21,936

The deferred taxation balance is made up as follows:
	2022	2021
	£	£

Accelerated capital allowances	(1,420)	(4,524)
Short term timing differences	23,356	-
	21,936	(4,524)

18.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

500,000 (2021 - 500,000) Ordinary shares shares of £1.00 each	500,000	500,000

Page 23

CEMBRIT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

19.

Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses less dividends paid.

20.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £1,136 (2021 - £nil) were payable to the fund at the reporting date and are included in creditors.

Not later than 1 year	392,980	423,797
Later than 1 year and not later than 5 years	757,280	1,156,677
	1,150,260	1,580,474

22.	Controlling party

Cembrit Holdings A/S, incorporated in Denmark, is the immediate parent company. Swisspearl Group AG, incorporated in Switzerland, is the ultimate parent company and controlling party. Swisspearl Group AG is the largest and smallest group to consolidate these financial statements.

Page 24