Company Registration No. 13372636 (England and Wales)
Sunridge JDM II Limited
Annual report and financial statements
for the period ended 31 December 2021
Sunridge JDM II Limited
Company information
Directors
Timothy Bertin
(Appointed 7 June 2021)
Hugues Marchand
(Appointed 4 May 2021)
Philipp Saumweber
(Appointed 4 May 2021)
Michael Voice
(Appointed 4 May 2021)
Secretary
Hugues Marchand
Company number
13372636
Registered office
Monument Road
Bicker
Boston
PE20 3DJ
Independent auditor
Saffery Champness LLP
Westpoint
Peterborough Business Park
Lynch Wood
Peterborough
PE2 6FZ
Sunridge JDM II Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19
Sunridge JDM II Limited
Strategic report
For the period ended 31 December 2021
Page 1
The directors present the strategic report for the period ended 31 December 2021.
Fair review of the business
The principal activity of the Company was that of an investment holding company.
Interest income for the period was £129,069 with a net breakeven achieved.
At the balance sheet date, the
Company
had net assets of £
15,075,585
.
Principal risks and uncertainties
The principal risks facing the Company can broadly be classified as financial. The directors have measures in place in order to mitigate such risks, which have proven to be effective.
Interest rate risk – The interest charged on the Group’s banking facilities is monitored on a regular basis and the rate negotiated where necessary in order to minimise the interest payable.
Key performance indicators
The financial results of The Company are reported on page 8 of the financial statements.
The directors do not believe there are any Key Performance Indicators for the Company as an investment and property holding company that only generates revenue from its group.
Promoting the success of the company
The directors of the Company consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of shareholders as a whole and in doing so, have regard to a number of broader matters which are set out below.
The Directors are conscious of the need to maintain the highest standard of business conduct, and compliance to laws and regulations is adhered to at all times.
Hugues Marchand
Director
22 September 2022
Sunridge JDM II Limited
Directors' report
For the period ended 31 December 2021
Page 2
The directors present their annual report and financial statements for the period ended 31 December 2021.
Principal activities
The Company was incorporated on the 4 May 2021 and commenced trading on that date. Accordingly, these financial statements are prepared for the period from incorporation to 31 December 2021.The Company's principal activity is that of an investment holding company.
Results and dividends
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Timothy Bertin
(Appointed 7 June 2021)
Hugues Marchand
(Appointed 4 May 2021)
Philipp Saumweber
(Appointed 4 May 2021)
Michael Voice
(Appointed 4 May 2021)
Business relationships
The Company is committed to engaging with their principal stakeholders and views its suppliers, customers and employees as its principal stakeholders. All concerns or thoughts of our stakeholders are discussed at Board level and by direct engagement with stakeholders themselves. Every decision we make is taken with our stakeholders in mind and what is the best for the relationship in the long term. The customers' opinions and feedback are taken in to consideration when discussing strategy and performance.
Relationships with suppliers are also maintained as a partnership in order to work effectively and efficiently.
Future developments
The Company's subsidiaries continue to invest in both production capacity and capability, which is creating significant added value opportunities.
The Company has the full support of its investors, as well as bankers HSBC.
Auditor
Saffery Champness LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Sunridge JDM II Limited
Directors' report (continued)
For the period ended 31 December 2021
Page 3
Statement of directors' responsibilities
The directors are responsible 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 then apply them consistently;
-
make judgements and accounting estimates that are reasonable and prudent;
-
state whether applicable UK 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.
Strategic report
The
Company
has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the
Group
's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of
the Business review, Principal Risk and Uncertainties and Financial Key Performance Indicator sections.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s
auditor
is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the
C
ompany’s
auditor
is aware of that information.
On behalf of the board
Hugues Marchand
Director
22 September 2022
Sunridge JDM II Limited
Independent auditor's report
To the members of Sunridge JDM II Limited
Page 4
Opinion
We have audited the financial statements of Sunridge JDM II Limited (the '
C
ompany') for the period ended 31 December 2021 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards,
including Financial Reporting
S
tandard 102
,
The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
-
give a true and fair view of the state of the Company's affairs as at 31 December 2021 and of its profit for the period 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.
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's
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.
Sunridge JDM II Limited
Independent auditor's report (continued)
To the members of Sunridge JDM II Limited
Page 5
The directors are responsible for the 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.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information we are required to report that fact.
We have nothing to report in this regard.
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 directors'
r
eport for the financial period for which the financial statements are prepared is consistent with the financial statements
; and
-
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the
C
ompany and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the directors'
r
eport
.
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
remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors'
r
esponsibilities
s
tatement, 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
C
ompany
'
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.
Sunridge JDM II Limited
Independent auditor's report (continued)
To the members of Sunridge JDM II Limited
Page 6
Auditor's 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
.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the Company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the Company by discussions with directors and by updating our understanding of the sector in which the Company operates.
Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified:
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the Company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the Company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud
.
Sunridge JDM II Limited
Independent auditor's report (continued)
To the members of Sunridge JDM II Limited
Page 7
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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
C
ompany'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
C
ompany and the
C
ompany's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Alistair Hunt (Senior Statutory Auditor)
For and on behalf of Saffery Champness LLP
22 September 2022
Chartered Accountants
Statutory Auditors
Westpoint
Peterborough Business Park
Lynch Wood
Peterborough
PE2 6FZ
Sunridge JDM II Limited
Statement of comprehensive income
For the period ended 31 December 2021
Page 8
Period
ended
31 December
2021
Notes
£
Interest receivable and similar income
5
129,069
Interest payable and similar expenses
6
(129,069)
Profit before taxation
Tax on profit
7
Profit for the financial period
The income statement has been prepared on the basis that all operations are continuing operations.
Sunridge JDM II Limited
Statement of financial position
As at 31 December 2021
Page 9
2021
Notes
£
£
Fixed assets
Investments
8
15,075,585
Current assets
Debtors
10
7,705,660
Creditors: amounts falling due within one year
11
(7,705,660)
Net current assets
Net assets
15,075,585
Capital and reserves
Called up share capital
12
150,756
Share premium account
13
14,924,829
Total equity
15,075,585
The financial statements were approved by the board of directors and authorised for issue on 22 September 2022 and are signed on its behalf by:
Hugues Marchand
Director
Company Registration No. 13372636
Sunridge JDM II Limited
Statement of changes in equity
For the period ended 31 December 2021
Page 10
Share capital
Share premium account
Total
Notes
£
£
£
Balance at 4 May 2021
-
-
-
Period ended 31 December 2021:
Profit and total comprehensive income for the period
-
-
Issue of share capital
12
150,756
14,924,829
15,075,585
Balance at 31 December 2021
150,756
14,924,829
15,075,585
Sunridge JDM II Limited
Notes to the financial statements
For the period ended 31 December 2021
Page 11
1
Accounting policies
Company information
Sunridge JDM II Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
Monument Road, Bicker, Boston, PE20 3DJ.
The principal activity of the Company is disclosed in the Directors' report. The Company was incorporated on 4 May 2021 and commenced trading on that date. Accordingly, these financial statements are prepared for the period from incorporation to 31 December 2021.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in
sterling
, which is the functional currency of the
C
ompany.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares
publicly available consolidated financial statements
, including this company,
which are
intended to give a true and fair view of the assets, liabilities,
financial position and profit or loss
of the group
.
T
he
C
ompany has
therefore
taken advantage of
e
xemptions from the following disclosure requirements:
-
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
-
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
-
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’
:
Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument;
basis
of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income
;
-
Section 26 ‘Share based Payment’
:
Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements
;
-
Section 33 ‘Related Party Disclosures’
:
Compensation for key management personnel
.
The financial statements of the
C
ompany are consolidated in the financial statements of
Sunridge JDM I Limited
. These consolidated financial statements are available from its registered office
,
Monument Road, Bicker, Boston, PE20 3DJ.
Sunridge JDM II Limited
Notes to the financial statements (continued)
For the period ended 31 December 2021
1
Accounting policies (continued)
Page 12
The
C
ompany has taken advantage of the exemption under section 400 of the
Companies Act 2006 not to prepare consolidated accounts. The
financial statements
present information about the
C
ompany as an individual entity and not about its group
.
1.2
Going concern
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
Company
has adequate resources to continue in operational existence for the foreseeable future.
In forming this expectation, the directors have considered a period in excess of 12 months from the date of approval of the financial statements.
Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in
profit
or
loss
.
A subsidiary is an entity controlled by the
C
ompany
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.4
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
The
C
ompany has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the
C
ompany's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally 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.
Basic financial assets
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Sunridge JDM II Limited
Notes to the financial statements (continued)
For the period ended 31 December 2021
1
Accounting policies (continued)
Page 13
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in
profit
or
loss
, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including
creditors and
loans from
fellow group companies
,
are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Sunridge JDM II Limited
Notes to the financial statements (continued)
For the period ended 31 December 2021
1
Accounting policies (continued)
Page 14
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts,
are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
s
ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in
profit
or
loss
in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as
being measured at
fair value th
r
ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the
C
ompany’s contractual obligations
expire or are discharged or cancelled.
1.6
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
income statement
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
Company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Sunridge JDM II Limited
Notes to the financial statements (continued)
For the period ended 31 December 2021
1
Accounting policies (continued)
Page 15
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
On review, management have identified no critical accounting judgments or key sources of estimation uncertainty within the financial statements.
3
Operating profit
2021
Operating profit for the period is stated after charging:
£
Fees payable to the Company's auditor for the audit of the Company's financial statements which are borne by JDM Food Group Limited
3,000
Sunridge JDM II Limited
Notes to the financial statements (continued)
For the period ended 31 December 2021
Page 16
4
Employees
The average monthly number of persons (including directors) employed by the Company during the period was:
2021
Number
Total
The directors did not receive any remuneration for their services, instead being employed and remunerated by other group entities.
5
Interest receivable and similar income
2021
£
Interest income
Interest receivable from group undertakings
129,069
6
Interest payable and similar expenses
2021
£
Other interest on financial liabilities
129,069
Sunridge JDM II Limited
Notes to the financial statements (continued)
For the period ended 31 December 2021
Page 17
7
Taxation
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
2021
£
Profit before taxation
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00%
Taxation charge in the financial statements
-
8
Fixed asset investments
2021
Notes
£
Investments in subsidiaries
9
15,075,585
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 4 May 2021
-
Additions
15,075,585
At 31 December 2021
15,075,585
Carrying amount
At 31 December 2021
15,075,585
Sunridge JDM II Limited
Notes to the financial statements (continued)
For the period ended 31 December 2021
Page 18
9
Subsidiaries
Details of the Company's subsidiaries at 31 December 2021 are as follows:
Name of undertaking
Registered office
Class of shares held
% Held
Direct
Indirect
JDM Food Holdings Limited
England and Wales
Ordinary shares
100.00
-
JDM 2010 Limited
England and Wales
Ordinary shares
0
100.00
JDM Food Group Limited
England and Wales
Ordinary shares
0
100.00
10
Debtors
2021
Amounts falling due within one year:
£
Amounts owed by group undertakings
7,705,660
All debt due from other group members carry a 3% interest charge and are repayable within 12 months of the year end.
11
Creditors: amounts falling due within one year
2021
£
Other borrowings
7,705,660
On 7 June 2021, the Company granted loan notes of £7,500,000. These loan notes have an effective interest rate of 3% with no security provided.
On 19 August 2021, the Company granted further loan notes of £76,591. These loans notes have an effective interest rate of 3% with no security provided.
The repayment date attached to all loan notes is one year after the date the instrument was granted, being the first repayment date. All carry the option for the repayment to be deferred by up to 12 months, if agreed by the majority of directors, with two 6 month delay options. The business intends to fully repay these loan notes at the first repayment date.
Sunridge JDM II Limited
Notes to the financial statements (continued)
For the period ended 31 December 2021
Page 19
12
Share capital
2021
2021
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of 1p each
15,075,585
150,756
On 4 May 2021, 1 Ordinary share with a nominal value of £0.01 was issued at par value.
On 7 June 2021, a further 12,029,739 Ordinary shares each with a nominal value of £0.01 were issued for an aggregate consideration of £12,029,739.
On 19 August 2021, a further 38,410 Ordinary shares each with a nominal value of £0.01 were issued for an aggregate consideration of £38,410.
On 20 August 2021, a further 3,007,435 Ordinary shares each with a nominal value of £0.01 were issued for an aggregate consideration of £3,007,435.
13
Share premium account
The includes any excess consideration over nominal value on the issue of shares.
14
Profit and loss reserves
This includes all retained profits and losses after the payment of dividends.
15
Events after the reporting date
On 7 June 2022, a further 1,167,671 Ordinary shares each with a nominal value of £0.01 were issued for an aggregate consideration of £1,167,671. The funds raised from this share issue were used to settle the loan notes raised as part of the acquisition during the year.
Additionally, On 20 July 2022, the Group agreed an additional Term loan with HSBC Bank plc for £8,795,000 for the settlement of shareholder loans relating to the acquisition in the period along with future capital expenditure projects. The loan is secured by cross-guarantees from all Group companies of which Sunridge JDM II Limited is one.
16
Ultimate controlling party
The immediate and ultimate parent undertaking is Sunridge JDM I Limited.
In the opinion of the directors, there is no ultimate controlling party.
The smallest and largest group of undertakings for which group financial statements have been drawn up including the Company is that headed by Sunridge JDM I Limited. Copies of group financial statements can be obtained from Companies House, Cardiff.
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