Goldberg Enterprises Ltd - Limited company accounts 23.2

REGISTERED NUMBER: 05708703

GOLDBERG ENTERPRISES LTD

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

Page

Strategic Report

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Profit or Loss and Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Statement of Cash Flows

10

Notes to the Statement of Cash Flows

11

Notes to the Financial Statements

12

Reconciliation of Equity

20

Reconciliation of Loss

22

The directors present their strategic report for the year ended 31 December 2022.

ON BEHALF OF THE BOARD:

S M Graham - Director

21 April 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

PRINCIPAL ACTIVITY

Up until 22 December, 2022 the company's principal activity was that of other information technology and computer service activities. On 18th January 2023, the assets and activities of the company were transferred through hive-up to TES Consumer Solutions Ltd and accordingly the company ceased to trade on that date.

DIVIDENDS

The directors do not recommend the payment of a dividend for the year ended 31 December 2022 (2021: £nil).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

S M Graham

G B Steele

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable laws 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 the affairs of the company and of the profit and 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;

-

state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the financial statements;

-

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

Martin Aitken & Co Ltd will be proposed for re-appointment by the Directors.

ON BEHALF OF THE BOARD:

S M Graham - Director

21 April 2023

Opinion

We have audited the financial statements of Goldberg Enterprises Ltd (the 'company') for the year ended 31 December 2022 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

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 loss for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the manufacturing and supply sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 2 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

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.

Ewen Dyer BA CA (Senior Statutory Auditor)

for and on behalf of Martin Aitken & Co Ltd

Statutory Auditor

Chartered Accountants

Caledonia House

89 Seaward Street

Glasgow

G41 1HJ

21 April 2023

CONTINUING OPERATIONS

Revenue

-

1,454,895

Cost of sales

(159

)

(1,243,912

)

GROSS (LOSS)/PROFIT

(159

)

210,983

Other operating income

-

5,240

Distribution costs

-

(104,079

)

Administrative expenses

(20,924

)

(383,683

)

OPERATING LOSS

(21,083

)

(271,539

)

Finance costs

5

-

(515

)

LOSS BEFORE INCOME TAX

6

(21,083

)

(272,054

)

Income tax

7

-

-

LOSS FOR THE YEAR

(21,083

)

(272,054

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(21,083

)

(272,054

)

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

8

46,592

67,356

CURRENT ASSETS

Trade and other receivables

9

102,978

30,238

Cash and cash equivalents

10

11,806

9,462

114,784

39,700

TOTAL ASSETS

161,376

107,056

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

11

2

2

Retained earnings

12

8,946

30,029

TOTAL EQUITY

8,948

30,031

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

13

152,428

77,025

TOTAL LIABILITIES

152,428

77,025

TOTAL EQUITY AND LIABILITIES

161,376

107,056

The financial statements were approved by the Board of Directors and authorised for issue on 21 April 2023 and were signed on its behalf by:

S M Graham - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2021

2

302,083

302,085

Changes in equity

Total comprehensive income

-

(272,054

)

(272,054

)

Balance at 31 December 2021

2

30,029

30,031

Changes in equity

Total comprehensive income

-

(21,083

)

(21,083

)

Balance at 31 December 2022

2

8,946

8,948

Cash flows from operating activities

Cash generated from operations

1

(95,010

)

(58

)

Interest paid

-

(515

)

Net cash from operating activities

(95,010

)

(573

)

Cash flows from investing activities

Purchase of tangible fixed assets

-

(19,739

)

Sale of tangible fixed assets

-

7,000

Net cash from investing activities

-

(12,739

)

Cash flows from financing activities

Amount introduced by directors

-

3,782

Group undertakings

97,354

5,000

Net cash from financing activities

97,354

8,782

Increase/(decrease) in cash and cash equivalents

2,344

(4,530

)

Cash and cash equivalents at beginning of year

2

9,462

13,992

Cash and cash equivalents at end of year

2

11,806

9,462

1.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2022

2021

£

£

Loss before income tax

(21,083

)

(272,054

)

Depreciation charges

20,764

26,438

Profit on disposal of fixed assets

-

(2,070

)

Finance costs

-

515

(319

)

(247,171

)

(Increase)/decrease in trade and other receivables

(72,740

)

268,527

Decrease in trade and other payables

(21,951

)

(21,414

)

Cash generated from operations

(95,010

)

(58

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2022

31.12.22

1.1.22

£

£

Cash and cash equivalents

11,806

9,462

Year ended 31 December 2021

31.12.21

1.1.21

£

£

Cash and cash equivalents

9,462

13,992

1.	STATUTORY INFORMATION

Goldberg Enterprises Ltd is a private company, limited by shares, registered in England and Wales. The company's registered office is Blakeney Way, Kingswood Lakeside, Cannock, England, WS11 8JD.

The presentation and functional currency of the financial statements is Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. There were no material departures from those standards.

The financial statements have been prepared under the historical cost convention.

For all periods up to and including the year ended 31 December 2021, the company prepared its financial statements in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". These financial statements for the year ended 31 December 2022 are the first the company has prepared in accordance with IFRS. The company transitioned to IFRS on 1 January 2021 and this transition has had no material impact on the financial position, financial performance and cash flows as previously reported by the company.

New accounting standards adopted by the company

The company have considered all current IFRSs that have been issued but not yet effective and does not consider that they will have a material effect on the company's financial statements.

Going concern

On 18 January 2023, the company's trade and assets were hived up to TES Consumer Solutions Ltd at the net asset value of £8,948. Due to this, the directors confirm that they have a reasonable expectation that the company has adequate resources to meet its financial liabilities as they fall due and consequently, consider that the use of the going concern basis in preparing the financial statements remains appropriate.

Revenue recognition

Revenue represents the invoice value of goods supplied and services rendered in the year, exclusive of value added tax. The company's policy is to recognise income when substantively all risks and rewards in connection with the goods and services have been passed to the buyer.

Property, plant and equipment

Depreciation is provided 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

- 20% on cost

Fixtures and fittings

- 20% on cost

Motor vehicles

- 20% on cost

Computer equipment

- 20% on cost

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the assets and projected disposal values.

Impairment of non-financial assets

At each reporting date, non-financial assets not carried at fair value, like plant and equipment, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount which is the higher of value in use and the fair value less cost to sell, is estimated and compared with the carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in profit and loss.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and loans to and from related parties.

Debt instruments (other than those wholly repayable or receivable within one year) like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and trade creditors, are measured, initially and subsequently, at the undiscounted amount of cash or other consideration expected to be paid or received.

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for evidence of impairment and if found, an impairment loss is recognised in profit or loss.

Financial liabilities are derecognised when they are extinguished that is when the obligation is discharged, cancelled or expires.

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

Debtors

Trade and other debtors are recognised at the settlement amount due with appropriate allowances for any irrecoverable amounts when there is objective evidence that the asset is impaired.

Creditors

Trade and other creditors are all recognised where the company has a present obligation resulting from a past event and are recognised at the settlement amount due after allowing for any trade discounts due.

Taxation

Taxation represents the sum of tax currently payable and deferred tax. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

The charge for taxation takes into account taxation deferred as a result of timing differences between the treatment of certain items for taxation and accounting purposes. In general, deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. However, deferred tax assets are recognised only to the extent that the directors consider it to be more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred taxation is measured on a non-discounted basis at the average tax rates which would apply when the timing differences are expected to reverse, based on tax rates and laws that have been enacted by the balance sheet date.

With the exception of changes arising on the initial recognition of a business combination, the tax expense is presented either in profit or loss, other comprehensive income or statement of changes in equity depending on the transaction that resulted in the tax expense.

Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors.

Foreign currencies

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when the fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in the profit and loss account within 'other operating income'.

Employee benefit costs

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions payable to the scheme are charged to profit or loss in the period to which they relate.

Short term employee benefits

Short term employee benefits are recognised as an expense in the period in which they are incurred.

Provisions

Provisions are recognised when the company has a legal or constructive obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Government grants

Government grant assistance of a revenue nature is credited to the Statement of Profit or Loss and Other Comprehensive Income in the same period as the related expenditure. Grants that become receivable for compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs shall be recognised in income in the period in which it becomes receivable.

3.	CRITICAL ACCOUNTING JUDGEMENTS & KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting date. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The company considers on an annual basis the judgements that are made by management when applying its significant accounting policies that would have the most significant effect on amounts that are recognised in the financial statements. The directors consider there are no such significant judgements and that the accounting policies adopted are appropriate.

In the application of the company's accounting policies the directors are required to make estimates and assumptions about the carrying amounts 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.

Key sources of accounting estimation have been applied to depreciation rates which are deemed to be appropriate for the class of asset.

4.	EMPLOYEES AND DIRECTORS

2022

2021

£

£

Wages and salaries

-

1,334,078

Social security costs

-

122,569

Other pension costs

-

4,542

-

1,461,189

The average number of employees during the year was as follows:

2022

2021

Management

-

2

Operatives

-

39

-

41

2022

2021

£

£

Directors' remuneration

-

-

5.	NET FINANCE COSTS

2022

2021

£

£

Finance costs:

Other interest

-

515

6.	LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging/(crediting):

2022

2021

£

£

Cost of inventories recognised as expense

159

1,243,912

Depreciation - owned assets

20,764

26,438

Profit on disposal of fixed assets

-

(2,070

)

7.	INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2022 nor for the year ended 31 December 2021.

Factors affecting the tax expense

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

2022

2021

£

£

Loss before income tax

(21,083

)

(272,054

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2021 - 19%)

(4,006

)

(51,690

)

Effects of:

Expenses not deductible for tax purposes

-

(1,470

)

Depreciation in excess of capital allowances

3,945

2,210

Surrender for group relief

61

50,950

Tax expense

-

-

8.	PROPERTY, PLANT AND EQUIPMENT

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 January 2022

and 31 December 2022

8,178

42,332

9,250

127,731

187,491

DEPRECIATION

At 1 January 2022

7,337

23,933

9,250

79,615

120,135

Charge for year

787

6,285

-

13,692

20,764

At 31 December 2022

8,124

30,218

9,250

93,307

140,899

NET BOOK VALUE

At 31 December 2022

54

12,114

-

34,424

46,592

At 31 December 2021

841

18,399

-

48,116

67,356

9.	TRADE AND OTHER RECEIVABLES

2022

2021

£

£

Current:

Other debtors

92,137

21,718

Corporation tax recoverable

2,288

2,288

VAT

8,553

5,727

Prepayments and accrued income

-

505

102,978

30,238

10.	CASH AND CASH EQUIVALENTS

2022

2021

£

£

Bank accounts

11,806

9,462

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

2

Ordinary

£1

2

2

Ordinary shares have equal rights with regards to voting, participation and dividends.

The authorised share capital of the company is £1,000 (2021: £1,000).

12.

RESERVES

Retained

earnings

£

At 1 January 2022

30,029

Deficit for the year

(21,083

)

At 31 December 2022

8,946

13.	TRADE AND OTHER PAYABLES

2022

2021

£

£

Current:

Trade creditors

-

15,736

Amounts owed to group undertakings

102,354

5,000

Social security and other taxes

-

34,673

Other creditors

50,074

21,616

152,428

77,025

14.	PENSION COMMITMENTS

The company operates a defined contribution scheme, the assets of which are held in separate funds. The amount paid and charged in the profit and loss account amounted to £nil (2021: £4,542). At 31 December 2022 £nil (2021: £6,638) was due to the pension company.

15.	RELATED PARTY DISCLOSURES

16.	ULTIMATE CONTROLLING PARTY