ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

FAWLEY INDUSTRIAL LIMITED - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 No description of principal activityfalsefalse2022-01-0140false 10562176 2022-12-31 10562176 2022-01-01 2022-12-31 10562176 2021-01-01 2021-12-31 10562176 2021-12-31 10562176 2021-01-01 10562176 1 2022-01-01 2022-12-31 10562176 d:CompanySecretary1 2022-01-01 2022-12-31 10562176 d:Director1 2022-01-01 2022-12-31 10562176 d:Director2 2022-01-01 2022-12-31 10562176 d:RegisteredOffice 2022-01-01 2022-12-31 10562176 c:Buildings 2022-01-01 2022-12-31 10562176 c:Buildings c:LongLeaseholdAssets 2022-01-01 2022-12-31 10562176 c:PlantMachinery 2022-01-01 2022-12-31 10562176 c:MotorVehicles 2022-01-01 2022-12-31 10562176 c:FurnitureFittings 2022-01-01 2022-12-31 10562176 c:FurnitureFittings 2022-12-31 10562176 c:FurnitureFittings 2021-12-31 10562176 c:FurnitureFittings c:OwnedOrFreeholdAssets 2022-01-01 2022-12-31 10562176 c:ComputerEquipment 2022-01-01 2022-12-31 10562176 c:Goodwill 2022-01-01 2022-12-31 10562176 c:CurrentFinancialInstruments 2022-12-31 10562176 c:CurrentFinancialInstruments 2021-12-31 10562176 c:CurrentFinancialInstruments 1 2022-12-31 10562176 c:CurrentFinancialInstruments 1 2021-12-31 10562176 c:Non-currentFinancialInstruments 2022-12-31 10562176 c:Non-currentFinancialInstruments 2021-12-31 10562176 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 10562176 c:CurrentFinancialInstruments c:WithinOneYear 2021-12-31 10562176 c:Non-currentFinancialInstruments c:AfterOneYear 2022-12-31 10562176 c:Non-currentFinancialInstruments c:AfterOneYear 2021-12-31 10562176 c:ShareCapital 2022-01-01 2022-12-31 10562176 c:ShareCapital 2022-12-31 10562176 c:ShareCapital 2021-01-01 2021-12-31 10562176 c:ShareCapital 2021-12-31 10562176 c:ShareCapital 2021-01-01 10562176 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 10562176 c:RetainedEarningsAccumulatedLosses 2022-12-31 10562176 c:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 10562176 c:RetainedEarningsAccumulatedLosses 2021-12-31 10562176 c:RetainedEarningsAccumulatedLosses 2021-01-01 10562176 d:OrdinaryShareClass1 2022-01-01 2022-12-31 10562176 d:OrdinaryShareClass1 2022-12-31 10562176 d:OrdinaryShareClass1 2021-12-31 10562176 d:OrdinaryShareClass2 2022-01-01 2022-12-31 10562176 d:OrdinaryShareClass2 2022-12-31 10562176 d:OrdinaryShareClass2 2021-12-31 10562176 d:FRS102 2022-01-01 2022-12-31 10562176 d:Audited 2022-01-01 2022-12-31 10562176 d:FullAccounts 2022-01-01 2022-12-31 10562176 d:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 10562176 c:Subsidiary1 2022-01-01 2022-12-31 10562176 c:Subsidiary1 1 2022-01-01 2022-12-31 10562176 c:Subsidiary2 2022-01-01 2022-12-31 10562176 c:Subsidiary2 1 2022-01-01 2022-12-31 10562176 c:Subsidiary3 2022-01-01 2022-12-31 10562176 c:Subsidiary3 1 2022-01-01 2022-12-31 10562176 c:Subsidiary4 2022-01-01 2022-12-31 10562176 c:Subsidiary4 1 2022-01-01 2022-12-31 10562176 c:Subsidiary5 2022-01-01 2022-12-31 10562176 c:Subsidiary5 1 2022-01-01 2022-12-31 10562176 c:Subsidiary6 2022-01-01 2022-12-31 10562176 c:Subsidiary6 1 2022-01-01 2022-12-31 10562176 c:Subsidiary7 2022-01-01 2022-12-31 10562176 c:Subsidiary7 1 2022-01-01 2022-12-31 10562176 c:Subsidiary8 2022-01-01 2022-12-31 10562176 c:Subsidiary8 1 2022-01-01 2022-12-31 10562176 d:Consolidated 2022-12-31 10562176 d:ConsolidatedGroupCompanyAccounts 2022-01-01 2022-12-31 10562176 2 2022-01-01 2022-12-31 10562176 6 2022-01-01 2022-12-31 10562176 c:SpecificBusinessCombination1 2022-01-01 2022-12-31 10562176 c:SpecificBusinessCombination1 2022-12-31 10562176 c:SpecificBusinessCombination1 c:CurrentFinancialInstruments 2022-12-31 10562176 c:SpecificBusinessCombination2 2022-01-01 2022-12-31 10562176 c:SpecificBusinessCombination2 2022-12-31 10562176 c:SpecificBusinessCombination2 c:CurrentFinancialInstruments 2022-12-31 10562176 c:SpecificBusinessCombination3 2022-01-01 2022-12-31 10562176 c:SpecificBusinessCombination3 2022-12-31 10562176 c:SpecificBusinessCombination3 c:CurrentFinancialInstruments 2022-12-31 iso4217:GBP xbrli:shares xbrli:pure



	Fawley Industrial Limited
	(formerly Amcomri Group Limited)












	Annual report and financial statements

	For the year ended 31 December 2022

	Registered number: 10562176


Fawley Industrial Limited

Company Information

Directors	Paul McGowan
	Hugh Whitcomb


Company secretary	Inca Lockhart-Ross


Registered number	10562176


Registered office	46/48 Beak Street
	London
	W1F 9RJ


Independent auditor	Buzzacott LLP
	130 Wood Street
	London
	EC2V 6DL


Fawley Industrial Limited

Contents

	Page
Directors' report	1 - 3
Group strategic report	4 - 5
Independent auditor's report	6 - 9
Consolidated statement of comprehensive income	10
Consolidated statement of financial position	11 - 12
Company statement of financial position	13
Consolidated statement of changes in equity	14 - 15
Company statement of changes in equity	16
Consolidated statement of cash flows	17 - 18
Notes to the financial statements	19 - 46


Fawley Industrial Limited

Directors' report

For the year ended 31 December 2022

The directors present their report and the financial statements of Fawley Industrial Limited ('the company') for the year ended 31 December 2022.

Change of names

At 31 December 2021, the company was called Amcomri Group Limited. On 3 November 2022, the company changed its name to ACNI Limited. On 17 November 2022, the company changed its name to Amcomri 16 Limited. On 2 October 2023, the company changed its name to Fawley Industrial Limited.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £2,966k (2021 - profit £19k).

During the year dividends of £576k (2021: £1,040k) were paid.

Directors

The directors who served during the year were:

Paul McGowan

Hugh Whitcomb

Greenhouse gas emissions, energy consumption and energy efficiency action

The group's greenhouse gas emissions and energy consumption in qualifying subsidiaries during the year are:

Emissions have been calculated using the 2022 conversion factors provided by the Department for Business, Energy and Industrial Strategy.

Actions taken to improve energy efficiency in the period ended 31 December 2022 include:

∙LED floodlighting installed in the warehouse canopy in distribution hub;

∙Equipment lighting integrated with machine switches in Glass factory; and

∙Improvement in air leak management system.

Page 1


Fawley Industrial Limited

Directors' report (continued)

For the year ended 31 December 2022

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report, the Group strategic report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the group's financial statements and then apply them consistently;

∙make judgments 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 group 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 the group and to 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

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

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

Subsequent events

In August 2023, the majority of subsidiaries was transferred to another entity ultimately controlled by the same individuals. This transfer was achieved by means of an £11,592k dividend in specie which was valued at cost.
In October 2023, the remaining trading subsidiary was placed into administration and control was lost.
From October 2023, the Group has retained no trading subsidiaries. The sole remaining subsidiaries are non-trading and are retained to achieve maximum realisation on assets.

Page 2


Fawley Industrial Limited

Directors' report (continued)

For the year ended 31 December 2022

This report was approved by the board on 19 January 2024 and signed on its behalf.

Paul McGowan

Director

Page 3


Fawley Industrial Limited

Group strategic report

For the year ended 31 December 2022

Principal activity

The principal activity of the company is that of a holding group focused on the acquisition and subsequent profitable organic growth of established, specialist UK industrial SME businesses. Within this sector, the Group’s activities are concentrated on specialist maintenance, overhaul and services to safety critical energy, process and rail markets and production equipment and printing services to the electronic and electrical markets.

Business review

The company and group performance in the year to 31 December 2022 have been consistent with its business model and the directors believe the group is in a strong position to continue to grow in all areas of its business.
The group achieved an EBITDA of £3.67m in the year (2021: £2.35m).

Principal risks and uncertainties

The group’s activities expose it to a number of financial risks including credit risk, liquidity risk and cashflow risk. The group does not use derivative financial instruments for speculative purposes.
Recent increases in the level of interest rates as a response to increased inflation will continue to impact on the cost of borrowings held within the group and the Directors continue to review all of the existing credit facilities and engage with the relevant financial institutions to manage the credit risk arising from the general economic situation.
With a strong focus on specialist engineering services in the safety critical energy, transportation and process industries, the Group is less exposed to the risks that could arise from a wider economic downturn. However, the Directors continue to monitor the overall industrial activity and specific sector trends as one of their lead metrics.
The group continues to have access to additional capital for working capital and acquisition funding purposes provided by its principal shareholder.

Financial key performance indicators

The group had consolidated net assets of £10.742m as at 31 December 2022 (2021: £15.677m). The company’s net assets have risen from £8.7m in 2021 to £17.1m as at 31 December 2022.

Other key performance indicators

Acquisitions during the year
During the year ended 31 December 2022, the company/group acquired the following :
1. 100% of the issued share capital of Etrac Trading Limited, a company which provides services related to the maintenance and overhaul of control and power electrical equipment for rolling stock used on the UK overground rail sector; and
2. 100% of the issued share capital of Bex Print & Design Limited which provides specialist print services for a wide range of industrial customers with an emphasis on the contract electrical and electronic manufacturing sectors.

Activity following the end of the financial year
Following the end of the financial year, as explained in note 31, the company has undertaken a group restructure. It is planned the group under Fawley Industrial Limited will hold no trading subsidiaries by the end of the 2023 financial year.

Page 4


Fawley Industrial Limited

Group strategic report (continued)

For the year ended 31 December 2022

Directors' statement of compliance with duty to promote the success of the group

The Board regularly considers the impact of their decision making on its key stakeholders, these including our shareholders, our employees, customer and supply chain partners.
Engaging with our shareholders: The Board maintains a strong level of communication with shareholders, this including formal monthly board meetings and regular less formal touchpoints. Continuation of this engagement is key for the next phase of the group's development.
Employee engagement / wellbeing: The group is a significant employer in a number of locations, with Board and key management team members spending time at all sites to maintain a high level of visibility and engagement. Safeguarding the welfare of staff is of paramount importance with the continued development of Health & Safety standards /excellence through all of the operating sites.
Business relationships: The group has a long standing, loyal customer and supplier network that is underpinned by strong interpersonal relationships with employees at all levels and effective on-going collaboration.

This report was approved by the board on 19 January 2024 and signed on its behalf by:

Paul McGowan

Director

Page 5

Independent auditor's report to the members of Fawley Industrial Limited

For the year ended 31 December 2022

Opinion

We have audited the financial statements of Fawley Industrial Limited ('the parent company') and its subsidiaries ('the group') for the year ended 31 December 2022, which comprise the Consolidated statement of comprehensive income, the Consolidated and Company Statements of financial position, the Consolidated and Company Statement of changes in equity, the Consolidated statement of cash flows and the related notes, 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 Financial Reporting Standard 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 group's and of the parent company's affairs as at 31 December 2022 and of the group's loss 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. 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.

Page 6

Independent auditor's report to the members of Fawley Industrial Limited (continued)

For the year ended 31 December 2022

Other information (continued)
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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

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

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

∙the parent company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Page 7

Independent auditor's report to the members of Fawley Industrial Limited (continued)

For the year ended 31 December 2022

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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

How the audit was considered capable of detecting irregularities including fraud
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 Senior Statutory Auditor 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 made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;

∙we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements through discussions with directors and other management at the planning stage;

∙the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations;

∙we interacted with component auditors throughout the audit. Interactions with component auditors included, if applicable, formal written instructions and reviewing selected audit papers; and

∙we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group including the Companies Act 2006, employment legislation and taxation legislation.

We assessed the extent of compliance with the laws and regulations identified above through:

∙making enquiries of management;

∙making enquiries of component auditors; and

∙considering the internal controls in place that are designed 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:

∙determined the susceptibility of the group to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;

∙reviewed journal entries in components of the group audited by the group audit engagement team, to identify unusual transactions;

∙reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the group’s management;

∙tested the existence of income and expenditure by substantively agreeing samples back to supporting documentation; and

∙reviewed the work of its component auditors in the above areas, where applicable.

Page 8

Independent auditor's report to the members of Fawley Industrial Limited (continued)

For the year ended 31 December 2022

Auditor's responsibilities for the audit of the financial statements (continued)
In response to the risk of irregularities and non?compliance with laws and regulations, we designed procedures which included:

∙agreeing financial statement disclosures to underlying supporting documentation; and

∙enquiring of management as to actual and potential litigation and claims.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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.

Peter Chapman (Senior statutory auditor)

for and on behalf of

Buzzacott LLP

130 Wood Street

London

EC2V 6DL

22 January 2024

Page 9


Fawley Industrial Limited

Consolidated statement of comprehensive income

For the year ended 31 December 2022

	2022	2021
Note	£000	£000


Turnover	4	153,332	121,645
Cost of sales		(122,859)	(97,172)
Gross profit		30,473	24,473
Distribution costs		(6,627)	(5,605)
Administrative expenses		(26,595)	(20,157)
Other operating income	5	243	1,531
Operating (loss)/profit		(2,506)	242
Income from shares in group undertakings		-	21
Gain on disposal of subsidiaries		1,272	-
Interest payable and similar expenses	9	(2,752)	(1,207)
Loss before taxation		(3,986)	(944)
Tax on loss	10	(451)	(185)
Loss for the financial year		(4,437)	(1,129)

(Loss) for the year attributable to:
Non-controlling interests	(1,471)	(1,148)
Owners of the parent company	(2,966)	19
	(4,437)	(1,129)

Total comprehensive income for the year attributable to:
Non-controlling interest	(1,471)	(1,148)
Owners of the parent company	(2,966)	19
	(4,437)	(1,129)

There was no other comprehensive income for 2022 or 2021.

The notes on pages 19 to 46 form part of these financial statements.

Page 10


Fawley Industrial Limited - Registered number: 10562176

Consolidated statement of financial position

As at 31 December 2022

		2022		2021
Note		£000		£000

Fixed assets
Intangible assets	12		5,517		1,275
Tangible assets	13		25,778		26,717
			31,295		27,992
Current assets
Stocks	15	15,946		14,904
Debtors	16	29,571		26,026
Cash at bank and in hand	17	1,970		1,616
		47,487		42,546
Creditors: amounts falling due within one year	18	(49,585)		(43,716)
Net current liabilities			(2,098)		(1,170)
Total assets less current liabilities			29,197		26,822
Creditors: amounts falling due after more than one year			(16,715)		(9,018)
Provisions for liabilities
Deferred taxation	22	(171)		(131)
Other provisions	23	(1,569)		(1,996)
			(1,740)		(2,127)
Net assets			10,742		15,677

Capital and reserves
Called up share capital	24	8,755	8,755
Profit and loss account	25	(5,388)	(1,846)
Equity attributable to owners of the parent company		3,367	6,909
Non-controlling interests		7,375	8,768
		10,742	15,677

Page 11


Fawley Industrial Limited - Registered number: 10562176

Consolidated statement of financial position (continued)

As at 31 December 2022

The financial statements were approved and authorised for issue by the board and were signed on 19 January 2024 and were signed on its behalf by:

Paul McGowan

Director

The notes on pages 19 to 46 form part of these financial statements.

Page 12


Fawley Industrial Limited - Registered number: 10562176

Company statement of financial position

As at 31 December 2022

		2022		2021
Note		£000		£000

Fixed assets
Tangible assets	13		39		-
Investments	14		18,681		14,430
			18,720		14,430
Current assets
Debtors	16	275		149
Cash at bank and in hand	17	54		27
		329		176
Creditors: amounts falling due within one year	18	(1,268)		(5,886)
Net current liabilities			(939)		(5,710)
Total assets less current liabilities			17,781		8,720

Creditors: amounts falling due after more than one year	19		(700)		-

Net assets			17,081		8,720

Capital and reserves
Called up share capital	24		8,755		8,755
Profit and loss account brought forward		(35)		(256)
Profit for the year		8,937		1,261
Other changes in the profit and loss account		(576)		(1,040)
Profit and loss account carried forward			8,326		(35)
			17,081		8,720

The financial statements were approved and authorised for issue by the board on 19 January 2024 and were signed on its behalf by:

Paul McGowan

Director

The notes on pages 19 to 46 form part of these financial statements.

Page 13


Fawley Industrial Limited

Consolidated statement of changes in equity

For the year ended 31 December 2022

	Called up share capital	Profit and loss account	Equity attributable to owners of parent company	Non-controlling interests	Total equity
	£000	£000	£000	£000	£000
At 1 January 2022	8,755	(1,846)	6,909	8,768	15,677
Comprehensive income for the year
Loss for the year	-	(2,966)	(2,966)	(1,471)	(4,437)
Total comprehensive income for the year	-	(2,966)	(2,966)	(1,471)	(4,437)
Contributions by and distributions to owners
Dividends: Equity capital	-	(576)	(576)	(124)	(700)
On disposal of subsidiaries	-	-	-	201	201
Total transactions with owners	-	(576)	(576)	77	(499)
At 31 December 2022	8,755	(5,388)	3,367	7,374	10,741

The notes on pages 19 to 46 form part of these financial statements.

Page 14


Fawley Industrial Limited

Consolidated statement of changes in equity

For the year ended 31 December 2021

	Called up share capital	Profit and loss account	Equity attributable to owners of parent company	Non-controlling interests	Total equity
	£000	£000	£000	£000	£000
At 1 January 2021	8,745	(825)	7,920	9,373	17,293
Comprehensive income for the year
Loss for the year	-	19	19	(1,148)	(1,129)
Total comprehensive income for the year	-	19	19	(1,148)	(1,129)
Contributions by and distributions to owners
Dividends: Equity capital	-	(1,040)	(1,040)	(443)	(1,483)
Shares issued during the year	10	-	10	-	10
Acquired on acquisition of subsidiaries	-	-	-	986	986
Total transactions with owners	10	(1,040)	(1,030)	543	(487)
At 31 December 2021	8,755	(1,846)	6,909	8,768	15,677

The notes on pages 19 to 46 form part of these financial statements.

Page 15


Fawley Industrial Limited

Company statement of changes in equity

For the year ended 31 December 2022

	Called up share capital	Profit and loss account	Total equity
	£000	£000	£000
At 1 January 2021	8,745	(256)	8,489
Comprehensive income for the year
Profit for the year	-	1,261	1,261
Contributions by and distributions to owners
Dividends: Equity capital	-	(1,040)	(1,040)
Shares issued during the year	10	-	10
Total transactions with owners	10	(1,040)	(1,030)

At 1 January 2021 (unaudited)	8,755	(35)	8,720
Comprehensive income for the year
Profit for the year	-	8,937	8,937
Contributions by and distributions to owners
Dividends: Equity capital	-	(576)	(576)
Total transactions with owners	-	(576)	(576)
At 31 December 2022	8,755	8,326	17,081

The notes on pages 19 to 46 form part of these financial statements.

Page 16


Fawley Industrial Limited

Consolidated statement of cash flows

For the year ended 31 December 2022

			2022	2021
			£000	£000

Cash flows from operating activities
Loss for the financial year	(4,437)	(1,129)
Adjustments for:
Depreciation of tangible assets	6,000	2,085
Interest paid	2,752	1,207
Taxation charge	451	185
(Increase) in stocks	(1,656)	(2,133)
(Increase) in debtors	(2,756)	(3,411)
Increase in creditors	4,989	7,435
(Decrease)/increase in provisions	(427)	131
Share of operating (profit)/loss in associates	-	(21)
Corporation tax (paid)/received	(330)	30
Gain on disposal of subsidiaries	(1,272)	-
Net cash generated from operating activities	3,314	4,379

Cash flows from investing activities
Purchase of tangible fixed assets	(1,452)	(1,930)
Sale of tangible fixed assets	284	45
Income from investments in related companies	-	21
Net cash movements on acquisition of subsidiaries	(2,824)	(7,036)
Net cash movements on disposals of subsidiaries	(47)	-
Net cash from investing activities	(4,039)	(8,900)
Cash flows from financing activities
Issue of ordinary shares	-	10
Other new loans	4,587	7,265
Repayment of/new finance leases	(79)	-
Movements on invoice discounting	23	-
Dividends paid	(576)	(1,040)
Interest paid	(2,752)	(1,207)
Dividends paid to non-controlling interests	(124)	(443)
Net cash used in financing activities	1,079	4,585
Net increase in cash and cash equivalents	354	64

Page 17


Fawley Industrial Limited

Consolidated statement of cash flows (continued)

For the year ended 31 December 2022

		2022	2021
		£000	£000

Cash and cash equivalents at beginning of year	1,616	1,552
Cash and cash equivalents at the end of year	1,970	1,616

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,970	1,616
	1,970	1,616

The notes on pages 19 to 46 form part of these financial statements.

Page 18


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

1.	General information

The company is a private company limited by shares and incorporated in England and Wales. The registered office is 46/48 Beak Street, London, W1F 9RJ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ('FRS 102') and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

As discussed in note 31, significant changes to the Group after the year end has resulted in the cessation of trade. The Group accounts have however been prepared on a going concern basis as the directors have assessed that they have the necessary resources to keep the non-trading portions of the Group active and settle any liabilities as they fall due for a period of at least 12 months from the date of signature of these financial statements.

Page 19


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group 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:

Sale of goods and services

Revenue from the sale of goods and services is recognised when all of the following conditions are satisfied:

∙the group has transferred the significant risks and rewards of ownership to the buyer;

∙the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

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.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.8

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group 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 Statement of financial position. The assets of the plan are held separately from the group in independently administered funds.

Page 20


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

2.Accounting policies (continued)

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 reporting date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Negative goodwill

Negative goodwill is recognised when the cost of an acquisition is less than the fair value of net assets acquired. It is released to the Consolidated statement of comprehensive income when the non-monetary assets acquired in the acquisition are realised.

Page 21


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

2.Accounting policies (continued)

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	25-40 Years
Leasehold property	-	Shorter of Lease Term or 15 Years
Plant and machinery	-	3-8 Years
Motor vehicles	-	3 Years
Fixtures and fittings	-	3-8 Years
Office and Computer equipment	-	3 Years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in statement of comprehensive income.

Page 22


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

2.Accounting policies (continued)

2.15

Debtors

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.

2.16

Cash and cash equivalents

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

2.17

Creditors

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.

2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Consolidated statement of financial position.

2.19

Financial instruments

The group 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.

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 impairment loss

Page 23


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

2.Accounting policies (continued)

2.19

Financial instruments (continued)

is recognised in the Consolidated 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 group would receive for the asset if it were to be sold at the reporting date.

2.20

Dividends

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.

Page 24


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires the directors to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities and amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following are the group’s key sources of estimation uncertainty:
Amortisation of goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its share of the identifiable assets and liabilities of the acquiree at the date of acquisition. Negative goodwill is released to profit or loss on the same timeline any non-monetary assets acquired in the purchase are realised. Positive goodwill is amortised over a period of 10 years.
Warranty provision
The warranty provision is estimated by the directors using historical data on previous claims and then extrapolated forward and adjusted for sales volume changes, inflation and other known factors such as product modifications introduced to reduce warranty failure or suppliers’ contributions to cover warranty costs. The fair value of the provision is calculated using a discounted cash flow model and is sensitive to the discount rate used.
Stock provision
The group manufactures products that are subject to changing consumer demands and fashion trends. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of stock, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials.
Useful economic lives of tangible assets
The annual deprecation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Impairment of debtors
Management makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Page 25


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

Sales of goods	149,376	119,952
Repairs and servicing	3,956	1,693
	153,332	121,645

Analysis of turnover by country of destination:

					2022	2021
					£000	£000

United Kingdom	151,357	120,956
Rest of Europe	1,440	479
Rest of the world	535	210
	153,332	121,645

5.	Other operating income
		2022	2021
		£000	£000

Coronavirus job retention grants received	243	1,531
	243	1,531


Audit of the consolidated and parent company's financial statements	22	18
Audit of financial statements of subsidiaries of the company	122	60
Taxation compliance services	26	20
Other services	61	12
	231	110

Page 26


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

7.	Employees
	Staff costs during the year,, including directors' remuneration, were as follows:

Group	Group	Company	Company
2022	2021	2022	2021
£000	£000	£000	£000


Wages and salaries	37,006	28,438	405	-
Social security costs	3,732	2,846	69	-
Cost of defined contribution scheme	763	1	1	-
	41,501	31,285	475	-

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2022	2021	2022	2021
	No.	No.	No.	No.

Production	680	646	-	-
Selling and distribution	214	216	-	-
Administration	314	295	4	-

	1,208	1,157	4	0

8.	Directors' remuneration
		2022	2021
		£000	£000

Directors' emoluments	60	-
	60	-

9.	Interest payable and similar expenses
		2022	2021
		£000	£000

	Bank interest payable	2,752	1,207
		2,752	1,207

Page 27


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

Corporation tax
Current tax on profits for the year	378	166
Adjustments in respect of previous periods	53	(36)
	431	130

Total current tax	431	130

Deferred tax
Origination and reversal of timing differences	20	39
Changes to tax rates	-	16
Total deferred tax	20	55


	Taxation on profit on ordinary activities	451	185

Loss on ordinary activities before tax

(3,986)

(944)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 -19%)	(757)	(179)
Effects of:
Expenses not deductible for tax purposes	753	339
Adjustments to tax charge in respect of prior periods	53	(36)
Short-term timing difference leading to a (decrease) in taxation	-	(250)
Non-taxable income less expenses not deductible for tax purposes	(244)	-
Research and development tax credits	-	(132)
Unrelieved tax losses carried forward	646	443
Total tax charge for the year	451	185

Page 28


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

10.Taxation (continued)

Factors that may affect future tax charges

The corporation tax rate at 31 December 2022 was 19%. The government has enacted legislation to increase the
corporation tax rate from 1 April 2023. This rate will taper from 19% for businesses with profits of less than
£50,000 to 25% for businesses with profits over £250,000.

11.	Dividends
		2022	2021
		£000	£000

Dividends on Ordinary A shares	-	10
Dividends on Ordinary shares	576	1,030
	576	1,040

Page 29


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

12.	Intangible assets
	Group

	Website costs	Goodwill	Negative goodwill	Total
	£000	£000	£000	£000
Cost
At 1 January 2022	75	3,335	(2,620)	790
On acquisition of subsidiaries	-	8,018	-	8,018
On disposal of subsidiaries	(75)	(393)	-	(468)
At 31 December 2022	-	10,960	(2,620)	8,340
Amortisation
At 1 January 2022	-	597	(1,082)	(485)
Charge for the year	-	635	(489)	146
On disposals	-	(393)	-	(393)
Impairment charge	-	3,555	-	3,555
At 31 December 2022	-	4,394	(1,571)	2,823
Net book value
At 31 December 2022	-	6,566	(1,049)	5,517
At 31 December 2021	75	2,738	(1,538)	1,275

The entirety of the goodwill attributable to the acquisition of Fiennes Restoration Holdings Limited has been impaired during the year.

Page 30


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

13.	Tangible fixed assets
	Group

	Freehold property	Leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Total
	£000	£000	£000	£000	£000	£000
Cost or valuation
At 1 January 2022	20,115	110	8,172	293	997	29,687
Additions	-	497	481	199	674	1,851
Acquisition of subsidiary	-	-	109	8	11	128
Disposals	(195)	(21)	(11)	(163)	(7)	(397)
Disposal of subsidiary	-	(24)	(106)	(4)	(78)	(212)
At 31 December 2022	19,920	562	8,645	333	1,597	31,057
Depreciation
At 1 January 2022	642	21	1,966	72	269	2,970
Charge for the year	439	55	1,577	80	324	2,475
Disposals	-	-	(3)	(110)	-	(113)
Disposal of subsidiary	-	(8)	(28)	(2)	(15)	(53)
At 31 December 2022	1,081	68	3,512	40	578	5,279
Net book value
At 31 December 2022	18,839	494	5,133	293	1,019	25,778
At 31 December 2021	19,473	89	6,206	221	728	26,717

Page 31


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

	Company

		Fixtures and fittings
		£000
	Cost or valuation
	Additions	45
	At 31 December 2022	45
	Depreciation
	Charge for the year	6
	At 31 December 2022	6
	Net book value
	At 31 December 2022	39
	At 31 December 2021	-

Page 32


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 January 2022	14,430
	Additions	4,279
	Disposals	(28)
	At 31 December 2022	18,681

Direct subsidiary undertakings
At 31 December 2022, the following were direct subsidiary undertakings of the company:
Name	Class of shares	Holding

Blundell Production Holdings Limited	Ordinary	80%
IVS Swansea Limited	Ordinary	83%
Fiennes Restoration Holdings Limited	Ordinary	100%
Boxwood Capital Limited	Ordinary	51.3%
Amcomri 14 Limited	Ordinary	100%
Dunville Limited	Ordinary	100%
Premier Limpet Limited	Ordinary	100%
Bex Design & Print Limited	Ordinary	100%

Page 33


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

Indirect subsidiary undertakings
At 31 December 2022, the following were indirect subsidiary undertakings of the company:
Name	Class of shares	Holding

South Wales Industrial Valve Services Limited	Ordinary	83%
Reliance Control Systems Limited	Ordinary	83%
Blundell Production Equipment Limited	Ordinary	80%
Fiennes Restoration Limited	Ordinary	88%
Rob Walker Engineering Limited	Ordinary	88%
The Historic Engine Company Limited	Ordinary	88%
UK Windows & Doors Group Limited	Ordinary	51%
TP Matrix Limited	Ordinary	100%
J.A. Harrison & Company (Manchester) Limited	Ordinary	80%
Etrac Trading Limited	Ordinary	100%

On 11 February 2022, Fiennes Restoration Holdings Limited, Fiennes Restoration Limited, Reliance Control Systems Limited, Rob Walker Engineering Limited and The Historic Engine Company Limited were disposed by the Group to a company connected by virtue of common ownership for a consideration of £1. The Group recognised a gain on disposal of £1,272k.
On 1 October 2022, the Group's holding in these entities was re-acquired from the same entity for the same
consideration. The results of Fiennes Restoration Limited, Reliance Control Systems Limited, Rob Walker
Engineering Limited and The Historic Engine Company Limited have been excluded from the consolidation from
this date as they are immaterial. Fiennes Restoration Holdings Limited has been included in the consolidation, with goodwill of £3,555k being recognised and impaired in the year. Fiennes Restoration Limited, the main trading
entity of this sub-group, was placed into administration in February 2023. The inclusion of theis sub-group from
the date of re-acquistion would have resulted in additional goodwill of £1,824k (as the entities had substantial net
liabilities) and an impairment charge of the same amount in the year ended 31 December 2022, together with a
gain on disposal of materially the same amount in the subsequent period. The directors consider that recognising
the impairment charge in the current year and a gain on disposal in the subsequent period, would give a
misleading representation of the results for the two periods and therefore consider it to be appropriate to exclude
this immaterial sub-group from the consolidation.

15.	Stocks
		Group	Group
		2022	2021
		£000	£000

Raw materials and consumables	9,580	8,511
Work in progress (goods to be sold)	287	264
Finished goods and goods for resale	6,079	6,129
	15,946	14,904

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 34


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

16.

Debtors

Group	Group	Company	Company
2022	2021	2022	2021
£000	£000	£000	£000


Trade debtors	24,186	21,685	219	84
Amounts owed by group undertakings	-	-	-	1
Amounts owed by related undertakings	39	83	39	64
Other debtors	2,730	738	-	-
Prepayments and accrued income	2,616	3,520	17	-
	29,571	26,026	275	149

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2022	2021	2022	2021
		£000	£000	£000	£000

Cash at bank and in hand	1,970	1,616	54	27
	1,970	1,616	54	27

18.	Creditors: amounts falling due within one year
		Group	Group	Company	Company
		2022	2021	2022	2021
		£000	£000	£000	£000

Bank loans	3,513	2,040	-	-
Other loans	3,976	653	-	-
Trade creditors	15,954	14,495	31	4
Amounts owed to group undertakings	-	-	-	4,694
Amounts owed to related undertakings	886	2,628	66	-
Corporation tax	555	452	10	-
Other taxation and social security	5,169	3,956	55	25
Obligations under finance lease and hire purchase contracts	193	1,574	-	-
Proceeds of factored debts	8,944	8,921	-	-
Other creditors	3,912	3,483	928	1,150
Accruals and deferred income	6,483	5,514	178	13
	49,585	43,716	1,268	5,886

Page 35


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

19.	Creditors: amounts falling due after more than one year
		Group	Group	Company	Company
		2022	2021	2022	2021
		£000	£000	£000	£000

Bank loans	12,593	8,805	-	-
Other loans	958	-	-	-
Net obligations under finance leases and hire purchase contracts	271	213	-	-
Other creditors	2,893	-	700	-
	16,715	9,018	700	-

The group has 10 principal bank loans. These attract interest of between 2.5% and 5.45% above the BoE base rate. All loans, except for COVID bounce back loans are secured by means of fixed and floating charges over the assets of certain subsidiaries of the group.

20.	Loans
	Repayment analysis of loans is provided below:
		Group	Group
		2022	2021
		£000	£000

Amounts falling due within one year
Bank loans	3,513	2,040
Other loans	3,976	653
	7,489	2,693
Amounts falling due 1-2 years
Bank loans	1,604	1,610
Other loans	60	-
Amounts falling due 2-5 years
Bank loans	9,933	6,372
Other loans	898	-
Amounts falling due after more than 5 years
Bank loans	1,056	823
	21,040	11,498

Page 36


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

21.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2022	2021
		£000	£000

Within one year	193	106
Between 1-5 years	271	38
	464	144

22.	Deferred taxation
	Group

		2022
		£000

	At beginning of year	(131)
	Charged to profit or loss	(21)
	Arising on business combinations	(19)
	At end of year	(171)

		Group	Group
		2022	2021
		£000	£000

Accelerated capital allowances	(305)	(240)
Tax losses carried forward	129	106
Short term timing differences	5	3
	(171)	(131)

Page 37


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

23.	Provisions
	Group

	Dilapidations Provision	Warranty Provision	Total
	£000	£000	£000

At 1 January 2022	711	1,285	1,996
Charged to profit or loss	(23)	(192)	(215)
Utilised in year	-	(212)	(212)
At 31 December 2022	688	881	1,569

The warranty provision is to cover the costs of future claims under warranties offered by the Group that generally cover the products for a period of 10 years. The warranty provision expected to be utilised within one year totals £270k.
The dilapidation provisions are to cover future costs when the Group vacates leased properties and decommissions other leased assets. The provisions are expected to be utilised in the period to 2031.

Page 38


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

24.	Share capital
		2022	2021
		£000	£000

Allotted, called up and fully paid

920,646 (2021 - 920,646) Ordinary A shares of £0.01035 each	10	10
8,744,754 (2021 - 8,744,754) Ordinary shares of £1.00000 each	8,745	8,745

	8,755	8,755

25.

Reserves

Profit and loss account

Accumulated profit and losses less distributions paid.

Page 39


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

26.	Business combinations

The following business combinations took place during the year which have been accounted for using the acquisition methodology:
On 11 March 2022, the group acquired 100% of Bex Design & Print Limited; and
On 15 June 2022, the group acquired 100% of Etrac Trading Limited.
On 1 October 2022, the group re-acquired Fiennes Restoration Holdings Limited for £1.
Details for each acquisition are detailed below:

Fixed assets
Tangible	109	109
	109	109
Current assets
Stocks	303	303
Debtors	750	750
Cash at bank and in hand	437	437
Total assets	1,599	1,599
Creditors
Due within one year	(654)	(654)
Deferred taxation	(18)	(18)
Total identifiable net assets	927	927


	Goodwill	3,352
	Total purchase consideration	4,279

	Consideration
					£000


	Cash	2,654
	Deferred consideration	1,625
	Total purchase consideration	4,279

Page 40


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

26.Business combinations (continued)

	Cash outflow on acquisition
					£000


	Purchase consideration settled in cash, as above	2,654
		2,654
	Less: Cash and cash equivalents acquired	(437)
	Net cash outflow on acquisition	2,217

	The results of Bex Design & Print Limited since acquisition are as follows:
				Current period since acquisition
				£000

	Turnover	2,631
	Profit for the period since acquisition	297

Page 41


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

26.Business combinations (continued)

Fixed assets
Tangible	19	19
	19	19
Current assets
Stocks	183	183
Debtors	410	410
Cash at bank and in hand	702	702
Total assets	1,314	1,314
Creditors
Due within one year	(270)	(270)
Deferred taxation	(4)	(4)
Total identifiable net assets	1,040	1,040


	Non-controlling interests	-
	Goodwill	1,111
	Total purchase consideration	2,151

	Consideration
					£000


	Cash	1,311
	Deferred consideration	840
	Total purchase consideration	2,151

Page 42


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

26.Business combinations (continued)

	Cash outflow on acquisition
					£000


	Purchase consideration settled in cash, as above	1,311
		1,311
	Less: Cash and cash equivalents acquired	(702)
	Net cash outflow on acquisition	609

	The results of Etrac Trading Limited since acquisition are as follows:
				Current period since acquisition
				£000

	Turnover	850
	Profit for the period since acquisition	85

Acquisition of Fiennes Restoration Holdings Limited
Recognised amounts of identifiable assets acquired and liabilities assumed
	Book value	Fair value adjustments	Fair value
	£000	£000	£000

Current assets
Cash at bank and in hand	2	-	2
Total assets	2	-	2
Creditors
Due within one year	(3,381)	-	(3,381)
Total identifiable net assets	(3,379)	-	(3,379)


	Goodwill	3,379
	Total purchase consideration	-

Page 43


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

26.Business combinations (continued)

Consideration


	Cash
	Contingent consideration
	Total purchase consideration

	Cash outflow on acquisition
					£000


	Purchase consideration settled in cash, as above	-
		-
	Less: Cash and cash equivalents acquired	2
	Net cash inflow on acquisition	2

	The results of Fiennes Restoration Holdings Limited since acquisition are as follows:
				Current period since acquisition
				£000

	Turnover	23
	(Loss) for the period since acquisition	(1)

Page 44


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

27.	Discontinued operations
	On 11 February 2022, the Group's share of Fiennes Restoration Holdings Limited, and its subsidiaries ("Fiennes") (see note 14) was disposed of:
		£000

Net assets disposed of:
Tangible fixed assets	234
Stocks	1,100
Debtors	371
Cash	47
Creditors	(3,225)
		1,473
NCI disposed		(201)
Profit on disposal before tax		1,272

	The net inflow of cash in respect of the sale of Fiennes is as follows:
		£000

	Cash transferred on disposal	(47)
	Net outflow of cash	(47)

28.	Contingent liabilities

There were no contingent liabilities at 31 December 2022 or 31 December 2021.

29.	Capital commitments

The company and group had no capital commitments at 31 December 2022 or 31 December 2021.

30.	Related party transactions
	During the year the group maintained balances with companies under common control. See note 16 and 18 for details of balances due at each reporting date. Additionally, the group charged £107k (2021 was charged £599k) by a company whose key management personnel include the ultimate controlling party of the group for management support services.

Page 45


Fawley Industrial Limited

Notes to the financial statements

For the year ended 31 December 2022

31.	Subsequent events

In August 2023, the majority of the companies' subsidiaries was transferred to another entity ultimately controlled by the same individual. This transfer was achieved by means of a dividend in specie which was valued at cost.
Additionally, a significant portion of the share capital in the parent company was converted to distributable reserves, and significant dividends were declared.
In October 2023, the remaining trading subsidiary was placed into administration and control was lost.
From October 2023, the Group has retained no trading subsidiaries. The sole remaining subsidiaries are non-trading and are retained to achieve maximum realisation on assets.

32.	Controlling party

The immediate and ultimate parent undertaking of the company is Amcomri Holdings Limited, a company incorporated in the British Virgin Islands. The largest group for which consolidated accounts are prepared is headed by Fawley Industrial Limited.
Paul McGowan is considered the ultimate controlling party due to his majority share holding in Amcomri Holdings Limited.

Page 46