Registered number: 12908761
The Remarkable Group International Limited
Unaudited
Financial statements
Information for filing with the registrar
For the year ended 31 December 2022
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The Remarkable Group International Limited
Chartered accountants' report to the board of directors on the preparation of the unaudited statutory financial statements of The Remarkable Group International Limited for the year ended 31 December 2022
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of The Remarkable Group International Limited for the year ended 31 December 2022 which comprise the Balance sheet and the related notes from the Company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation.
This report is made solely to the Board of directors of The Remarkable Group International Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of The Remarkable Group International Limited and state those matters that we have agreed to state to the Board of directors of The Remarkable Group International Limited, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than The Remarkable Group International Limited and its Board of directors, as a body, for our work or for this report.
It is your duty to ensure that The Remarkable Group International Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of The Remarkable Group International Limited. You consider that The Remarkable Group International Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or review of the financial statements of The Remarkable Group International Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Kreston Reeves LLP
Chartered Accountants
Montague Place
Quayside
Chatham Maritime
Chatham
Kent
ME4 4QU
27 September 2023
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The Remarkable Group International Limited
Registered number: 12908761
Balance sheet
As at 31 December 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 September 2023.
The notes on pages 3 to 9 form part of these financial statements.
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The Remarkable Group International Limited
Notes to the financial statements
For the year ended 31 December 2022
The Remarkable Group International Limited ("the company") is a private company limited by shares and is incorporated in England with the registration number 12908761. The address of the registered office and principal place of business is 36 High Street, Ashford, Kent, TN24 8TE.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
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 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 profit or loss 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 Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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The Remarkable Group International Limited
Notes to the financial statements
For the year ended 31 December 2022
2.Accounting policies (continued)
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:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
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 balance sheet date in the countries where the Company operates and generates income.
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The Remarkable Group International Limited
Notes to the financial statements
For the year ended 31 December 2022
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
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.
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Cash and cash equivalents
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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.
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.
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.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an
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The Remarkable Group International Limited
Notes to the financial statements
For the year ended 31 December 2022
2.Accounting policies (continued)
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Financial instruments (continued)
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impairment loss is recognised in the Statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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The average monthly number of employees, including directors, during the year was 14 (2021 - 9).
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Investments in subsidiary companies
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Page 6
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The Remarkable Group International Limited
Notes to the financial statements
For the year ended 31 December 2022
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Allotted, called up and fully paid
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9,600 (2021 - 9,600) A Ordinary shares of £1.00 each
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1,420 (2021 - 113) B Ordinary shares of £1.00 each
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During the year, the Company issued 57 B Ordinary shares of £1 each as further consideration for shares in Ultimedia Limited. Subsequently, the Company issued 1,250 B Ordinary shares of £1 each in consideration for the purchase of the entire share capital of Nemetos Group UK Limited and Nemetos Consulting SRL.
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The Remarkable Group International Limited
Notes to the financial statements
For the year ended 31 December 2022
Other reserves
This reserve represents the fair value of the share options vested in the company.
Merger Reserve
This reserve represents the fair value of the consideration given in excess of the nominal value of ordinary shares issued in an acquisition made by the issue of shares at that time.
Profit and loss account
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the Company's shareholders.
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On 1 January 2022, The Remarkable Group International Limited, the parent undertaking of the group, granted 690 Ordinary B share options of £1 each to certain employees of the company and 1,140 Ordinary B share options of £1 each (where 270 share options were later forfeited) to certain employees of subsidiary companies as part of an EMI share scheme.
The exercise price is £19.54 per share. Each option has a different element of time based and performance based vesting conditions which are specific to each employee.
The options may not be exercised later than ten years after the date on which they were granted, even if an Exit has not by then been achieved.
Given that part of the share options vested during the year ended 31 December 2022, a total charge of £10,035 has been recognised in the year for employees of the company.
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Weighted average exercise price (pence)
2022
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Weighted average exercise price
(pence)
2021
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Forfeited during the year
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Outstanding at the end of the year
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Page 8
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The Remarkable Group International Limited
Notes to the financial statements
For the year ended 31 December 2022
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. The pension cost charge represents contributions payable by the Company to the fund and amounted to £7,754 (2021: £6,911). Contributions totalling £2,043 (2021: 1,697) were payable to the fund at the balance sheet date and are included in other creditors.
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Related party transactions
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During the period the company paid £554,879 (2021: £235,100) dividends to the shareholders who are also directors.
The company has taken advantage of the exemptions available under FRS102, section 33.5 not to disclose details of its transactions with members of the group headed by The Remarkable Group International Limited.
All other related party transactions have been undertaken at arms length.
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