Registration number:
Capespan International Holdings Limited
for the Year Ended 31 December 2022
Capespan International Holdings Limited
Contents
Company Information |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Capespan International Holdings Limited
Company Information
Directors |
Anton Frederik Fuchs Andre Johannes De Klerk |
Registered office |
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Solicitors |
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Bankers |
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Auditors |
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Capespan International Holdings 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 of the company
The directors who held office during the year were as follows:
Principal activity
The principal activity of the company is is that of a holding company. The company's subsidiaries provide marketing, selling and distribution services in relation to the fruit trade and allied food products. There has been no significant change in those activities during the year.
Going concern
The directors have made an assessment of the Company's ability to continue as a going concern taking into account all available information about the future, which under IAS 1 Presentation of Financial Statements is at least, but is not limited to, twelve months from the date on which these financial statements are approved. We confirm that we have not identified events or conditions that may cast significant doubt on the Company's ability to continue as a going concern.
Important non adjusting events after the financial period
Capespan International Limited, a subsidiary company, was placed into liquidation on 17 September 2023. The accounts as presented recognise the value of the investment in accordance with its realisable value through an adjustment to its impairment value.
At the same time a resolution was passed to reduce the share capital of Capespan International Holdings Limited from £7,750,000 to £800,006 by the cancellation of £6,949,994 standing to the credit of the Company's share premium reserve.
Disclosure of information to the auditors
Each director has taken 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 company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
The auditors Just Audit & Assurance Ltd are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Small companies provision statement
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Approved and authorised by the
......................................... |
Capespan International Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Capespan International Holdings Limited
Independent Auditor's Report to the Members of Capespan International Holdings Limited
Opinion
We have audited the financial statements of Capespan International Holdings Limited (the 'company') for the year ended 31 December 2022, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 Section 1A '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 auditor 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 director's 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 original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Capespan International Holdings Limited
Independent Auditor's Report to the Members of Capespan International Holdings Limited
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Directors' Report has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit; or |
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 3], 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.
Auditor 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Capespan International Holdings Limited
Independent Auditor's Report to the Members of Capespan International Holdings Limited
Our assessment focused on key laws and regulations the company has to comply with and areas of the financial statements we assessed as being more susceptible to misstatement. These key laws and regulations included but were not limited to compliance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant tax legislation.
We are not responsible for preventing irregularities. Our approach to detect irregularities included, but was not limited to, the following:
• obtaining an understanding of the entity’s policies and procedures and how the entity has complied with these, through discussions and sample testing of controls;
• obtaining an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework;
• an understanding of the entity’s risk assessment process, including the risk of fraud;
• designing our audit procedures to respond to our risk assessment; 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 estimates for bias.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the 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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
37 Market Square
Oxfordshire
OX28 6RE
Capespan International Holdings Limited
Profit and Loss Account for the Year Ended 31 December 2022
Note |
2022 |
2021 |
|
Turnover |
- |
- |
|
Gross profit/(loss) |
- |
- |
|
Administrative expenses |
( |
- |
|
Operating loss |
(6,600) |
- |
|
Amounts written off investments |
|
|
|
Profit before tax |
|
|
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Capespan International Holdings Limited
Statement of Comprehensive Income for the Year Ended 31 December 2022
2022 |
2021 |
|
Profit for the year |
|
|
Total comprehensive income for the year |
|
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Capespan International Holdings Limited
(Registration number: 02948753)
Balance Sheet as at 31 December 2022
Note |
2022 |
2021 |
|
Fixed assets |
|||
Investments |
|
|
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Current assets |
|||
Debtors |
|
|
|
Creditors: Amounts falling due within one year |
( |
- |
|
Net current assets |
|
|
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
6 |
6 |
|
Share premium reserve |
6,949,994 |
6,949,994 |
|
Capital redemption reserve |
800,000 |
800,000 |
|
Retained earnings |
(4,676,657) |
(5,115,315) |
|
Shareholders' funds |
3,073,343 |
2,634,685 |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Approved and authorised by the
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Capespan International Holdings Limited
Statement of Changes in Equity for the Year Ended 31 December 2022
Share capital |
Share premium |
Capital redemption reserve |
Retained earnings |
Total |
|
At 1 January 2022 |
|
|
|
( |
|
Profit for the year |
- |
- |
- |
|
|
At 31 December 2022 |
|
|
|
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Retained earnings |
Total |
|
At 1 January 2021 |
|
|
|
( |
|
Profit for the year |
- |
- |
- |
|
|
At 31 December 2021 |
|
|
|
( |
|
Capespan International Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2022
General information |
The company is a private company limited by share capital, incorporated in United Kingdom.
The address of its registered office is:
The principal place of business is:
The Maidstone Studios
New Cut Road
Maidstone
Kent
ME14 5NZ
United Kingdom
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Summary of disclosure exemptions
The Company has taken advantage of the exemption not to prepare consolidated financial statements provided by Section 400 of the Companies Act 2006, as it is a subsidiary of Capespan Group Propietary Limited, a Company incorporated in South Africa, which prepares consoldiated financial statements including the results of this Company.
Going concern
The financial statements have been prepared on a going concern basis.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Capespan International Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2022
Investments in subsidiaries and associates
Investments in subsidiaries and associates are carried at cost less impairment. Dividend income is recognised when the right to receive payment is established.
The carrying amounts of the Company’s investments are assessed for impairment when an event or transaction indicates that an impairment may have occurred. If any such indication exists, an impairment test is carried out and the asset is written down to its recoverable amount as appropriate.
The recoverable amount of an asset is the greater of its net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
An impairment loss, is reversed if there has been a change in the estimates used to determine the recoverable amount.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Staff numbers |
The average number of persons employed by the company (including directors) during the year, was
Auditors' remuneration |
2022 |
2021 |
|
Audit of the financial statements |
|
- |
Capespan International Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2022
Investments |
2022 |
2021 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2022 |
|
Revaluation |
|
At 31 December 2022 |
|
Provision |
|
Carrying amount |
|
At 31 December 2022 |
|
At 31 December 2021 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Incorporated and trading in |
Percentage of voting rights and shares held |
||
2022 |
2021 |
|||
Subsidiary undertakings |
||||
|
United Kingdom |
|
|
|
|
Belgium |
|
|
|
|
Belgium |
|
|
|
Capespan International Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2022
Investment interest held through subsidiary concerns
Incorporated and trading in |
Percentage of voting rights and shares held |
||
2022 |
2021 |
||
Held by Capespan International Limited |
|||
Fresh Fruit Services Continent CVBA |
Belgium |
0.01% |
0.01% |
Capespan Continent NV |
Belgium |
0.01% |
0.01% |
Held by Capespan Continent NV |
|||
Fresh Fruit Services Continent CVBA |
Belgium |
99.98% |
99.98% |
May Fresh Gida |
Turkey |
0% |
50% |
Fruchtimport Van Wylick GmbG |
Germany |
0% |
25% |
Capespan Schweiz AG |
Germany |
100% |
100% |
Capespan Germany GmbH |
Germany |
100% |
100% |
All principal subsidiary undertakings provide marketing, selling and distribution services in relation to the fruit trade and allied products.
All the above undertakings have financial years ended on 31 December.
Debtors |
Current |
Note |
2022 |
2021 |
Amounts owed by related parties |
|
|
Capespan International Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2022
Creditors |
Creditors: amounts falling due within one year
2022 |
2021 |
|
Due within one year |
||
Accruals and deferred income |
|
- |
Share capital |
Allotted, called up and fully paid shares
2022 |
2021 |
|||
No. |
£ |
No. |
£ |
|
|
|
3 |
|
3 |
|
|
3 |
|
3 |
|
|
|
|
The holders of each class of shares have the right to appoint up to four directors. In all other respects, the A and B shares rank pari passu.
Parent and ultimate parent undertaking |
These financial statements are available upon request from The Secretary, Capespan Group Proprietary Limited, 1 Edmar Street, 1st Floor Oak Leaf Terrace, Old Oak Office, Tyger Valley, Western Cape, South Africa, 7530
The company's immediate parent is
The ultimate parent is
Non adjusting events after the financial period |
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