Resolute Corporate Holdings Limited - Limited company accounts 23.2

REGISTERED NUMBER: 06310774 (England and Wales)

FOR

Page

Company Information  

1

Group Strategic Report  

2

Directors' Report  

4

Independent Auditors' Report  

6

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet  

9

Company Balance Sheet  

10

Consolidated Statement of Changes in Equity  

11

Company Statement of Changes in Equity  

12

Consolidated Cash Flow Statement  

13

Notes to the Consolidated Financial Statements

14

DIRECTORS:

I S Doughty

M J Doughty

K E Reeve

SECRETARY:

K E Reeve

REGISTERED OFFICE:

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA

REGISTERED NUMBER:

06310774 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Christopher Glen Bidgood

AUDITORS:

CG LEE Limited

Chartered Certified Accountants

Statutory Auditors

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA

BANKERS:

Coutts & Co

Ground Floor

1 Broadland Business Park

Norwich

Norfolk

NR7 0WF

SOLICITORS:

Mills & Reeve

1 St James Court

Whitefriars

Norwich

Norfolk

NR3 1RU

The directors present the Strategic Report of Resolute Corporate Holdings Limited (the "company") and its subsidiary undertakings (together the "group") for the year ended 31 August 2022.

REVIEW OF THE BUSINESS

The group manufactures a diverse portfolio of products made from flexible thermoplastic coated technical  textiles using high-frequency fabric welding techniques, tension lorry curtains and provides wide-format digital printing services as well as maintaining an investment property portfolio.

After the challenges faced in the prior year due to the Covid-19 pandemic, measures introduced to mitigate the impact of Covid-19 on the business has kept disruption to a minimum. Despite the continuing global economic uncertainties, there has been an improvement in the performance of the group during the year. Relationships have been maintained with key customers and new opportunities pursued as the group looks to grow its operations organically and consequently the directors consider the business to be in a good position for the new financial year and that the group will continue to operate as a going concern.

FINANCIAL HIGHLIGHTS

The group uses a range of performance measures to monitor and manage the business effectively.

The key performance indicators (KPIs) for the group are turnover, gross profit and adjusted EBITDA. These are reviewed and monitored regularly. The adjusted EBITDA measure is used as this provides a comparable value of the underlying business before one off adjustments, statutory adjustments and non-recurring items. The KPIs for the year ended 31 August 2022 with comparatives for the year ended 31 August 2021 are as follows:

2022

2021

£'000

£'000

Turnover

4,372

3,741

Gross profit

1,364

1,113

Adjusted EBITDA

127

(49

)

Non-GAAP measure of adjusted EBITDA:

Profit/(loss) before tax

789

(128

)

Adjusted for:

Net interest payable

2

2

Gain on revaluation of assets

(770

)

(91

)

Share of operating profit in associates

(55

)

(44

)

Depreciation and impairment losses

220

214

Profit on sale of fixed assets

(59

)

(2

)

127

(49

)

FINANCIAL RISK MANAGEMENT

The group is exposed to a variety of financial risks resulting from its operational activities. The group's risk management is coordinated with key management personnel, focusing on actively securing the group's short to medium term cash flows.

Liquidity and credit risk

The group funds the operational and working capital requirements through its retained profits. At 31 August 2022, the group had a cash balance which the directors believe is sufficient to maintain robust liquidity in the business as it continues to trade through the uncertainties in the global economy. The group reviews its working capital on a continual basis and goes through a rigorous periodic forecasting process to further analyse this.

The group sells to most of its customers on customary credit terms and is, as a result, exposed to the usual credit risk and cash flow risk associated with this form of trading. It manages this risk through rigorous credit control procedures on a continual basis.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks facing the group are:

Economic climate risk

The group has structured debt and as such the directors feel that the direct interest rate risk is minimal. However, with increasing levels of inflation and interest rates, there is general pressure on business investment and spending. The directors continue to monitor the raw material, utilities and labour costs and supply for the business and take these factors into consideration when making pricing decisions.

Foreign exchange risk

The directors closely monitor foreign exchange rates as the group's activities expose it to the risk of a weaker pound pushing up import prices.

Human resource risk

Failure to maintain a sufficiently skilled workforce and retain key staff can adversely affect any business.

OUTLOOK AND FUTURE DEVELOPMENTS

Whilst the group has returned to profitability in the current year, there is caution with higher interest rates and increasing inflation which has had an effect on raw material and labour costs.

However with a strong order book, the directors expect the general level of activity to increase in the forthcoming year.

ON BEHALF OF THE BOARD:

I S Doughty - Director

13 August 2023

The directors present their annual report and the audited consolidated financial statements of the group for the year ended 31 August 2022.

PRINCIPAL ACTIVITIES

DIVIDENDS

Particulars of dividends paid are detailed in note 13 to the financial statements.

RESEARCH AND DEVELOPMENT

The group undertakes a high level of research and development in order to maintain its market position and actively develops improvements or enhancements to its existing products.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2021 to the date of this report.

I S Doughty

M J Doughty

K E Reeve

POLITICAL DONATIONS AND POLITICAL EXPENDITURE

There were no political donations or political expenditure during the current and prior year.

GOING CONCERN

The directors recognise the uncertainty surrounding the economic and political environment that the world faces and

have considered the financial impact that this may have on the business.

However, with the current healthy financial position of the group and substantial unsecured assets available to

provide access to external funding if required, the directors have a reasonable expectation that the group has

adequate resources to continue in operational existence for the foreseeable future. The directors have therefore

prepared the financial statements on a going concern basis.

POST BALANCE SHEET EVENTS

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

MATTERS INCLUDED IN THE GROUP STRATEGIC REPORT

Details regarding a review of the business, including future developments, principal risk and uncertainties are provided in the Group Strategic Report on pages 2 to 3.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", 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 company and of the profit or loss of the group and company for that period. In preparing the financial statements, the directors are required to:

-

select suitable accounting policies and then apply them consistently;

-

state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed,

subject to any material departures disclosed and explained in the financial statements;

-

make judgements and accounting estimates that are reasonable and prudent; and

-

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group

and company will continue in business.

The directors 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.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006.

DIRECTORS' CONFIRMATIONS

In the case of each director in office at the date the Directors' Report is approved:

-

so far as the director is aware, there is no relevant audit information of which the group and company's auditors

are unaware; and

-

they have taken all the steps that they ought to have taken as a director in order to make themselves aware of

any relevant audit information and to establish that the group and company's auditors are aware of that

information.

AUDITORS

CG LEE Limited, having expressed their willingness to continue in office, will be deemed reappointed for the next financial year in accordance with Section 487(2) of the Companies Act 2006 unless the company receives notice under Section 488(1) of the Act.

ON BEHALF OF THE BOARD:

I S Doughty - Director

13 August 2023

Opinion

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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-

the information given in the Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

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

-

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

-

the parent company 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 Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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:

-

enquiry of management and those charged with governance;

-

review of accounting records to identify any indication of non-compliance with laws and regulations;

-

reviewing financial statement disclosures and testing to supporting documentation to assess compliance with

applicable laws and regulations; and

-

performing audit work over the risk of management override of controls, including testing of journal entries and

other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the

normal course of business and reviewing accounting estimates for bias.

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.

Mr Christopher Glen Bidgood (Senior Statutory Auditor)

for and on behalf of CG LEE Limited

Chartered Certified Accountants

Statutory Auditors

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA

30 August 2023

TURNOVER

5

4,372,168

3,740,608

Cost of sales

(3,008,173

)

(2,627,153

)

GROSS PROFIT

1,363,995

1,113,455

Administrative expenses

(1,536,219

)

(1,544,635

)

(172,224

)

(431,180

)

Other operating income

6

138,432

171,105

Fair value movement in investment property

769,950

90,538

GROUP OPERATING PROFIT/(LOSS)

9

736,158

(169,537

)

Share of operating profit in

Associates

55,024

43,612

Interest receivable and similar income

2,250

2,857

793,432

(123,068

)

Interest payable and similar expenses

10

(4,565

)

(4,731

)

PROFIT/(LOSS) BEFORE TAXATION

788,867

(127,799

)

Tax on profit/(loss)

11

(245,919

)

(81,366

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

542,948

(209,165

)

FIXED ASSETS

Intangible assets

14

(5,792

)

(6,814

)

Tangible assets

15

3,179,947

3,149,876

Investments

16

Interest in associate

285,138

241,418

Investment property

17

2,759,804

1,989,854

6,219,097

5,374,334

CURRENT ASSETS

Stocks

18

553,343

444,774

Debtors: amounts falling due within one year

19

1,038,218

823,987

Debtors: amounts falling due after more than

one year

19

-

59,096

Investments

20

220,140

253,098

Cash at bank and in hand

804,202

909,111

2,615,903

2,490,066

CREDITORS

Amounts falling due within one year

21

1,289,932

826,949

NET CURRENT ASSETS

1,325,971

1,663,117

TOTAL ASSETS LESS CURRENT

LIABILITIES

7,545,068

7,037,451

CREDITORS

Amounts falling due after more than one

year

22

-

(136,533

)

PROVISIONS FOR LIABILITIES

25

(482,624

)

(249,115

)

NET ASSETS

7,062,444

6,651,803

CAPITAL AND RESERVES

Called up share capital

26

13,116

13,116

Share premium

27

985,276

985,276

Capital redemption reserve

27

1,500

1,500

Non-distributable reserve

27

741,588

152,573

Retained earnings

27

5,320,964

5,499,338

SHAREHOLDERS' FUNDS

7,062,444

6,651,803

The financial statements were approved by the Board of Directors and authorised for issue on 13 August 2023 and were signed on its behalf by:

I S Doughty - Director

FIXED ASSETS

Intangible assets

14

-

-

Tangible assets

15

17,628

26,213

Investments

16

4,167,701

4,167,701

Investment property

17

1,400,000

780,000

5,585,329

4,973,914

CURRENT ASSETS

Debtors: amounts falling due within one year

19

80,868

106,837

Debtors: amounts falling due after more than

one year

19

1,100,297

1,159,393

Investments

20

220,140

253,098

Cash at bank

278,899

283,573

1,680,204

1,802,901

CREDITORS

Amounts falling due within one year

21

173,146

84,786

NET CURRENT ASSETS

1,507,058

1,718,115

TOTAL ASSETS LESS CURRENT

LIABILITIES

7,092,387

6,692,029

CREDITORS

Amounts falling due after more than one

year

22

-

(136,533

)

PROVISIONS FOR LIABILITIES

25

(160,827

)

(11,809

)

NET ASSETS

6,931,560

6,543,687

CAPITAL AND RESERVES

Called up share capital

26

13,116

13,116

Share premium

27

985,276

985,276

Capital redemption reserve

27

1,500

1,500

Non-distributable reserve

27

495,863

27,517

Retained earnings

27

5,435,805

5,516,278

SHAREHOLDERS' FUNDS

6,931,560

6,543,687

Company's profit for the financial year

520,180

109,675

The financial statements were approved by the Board of Directors and authorised for issue on 13 August 2023 and were signed on its behalf by:

I S Doughty - Director

Called up