DIRECTORS REPORT AND FINANCIAL STATEMENTS

Transcription

1 Company Registration No (England and Wales) ZAGALETA LIMITED AND SUBSIDIARY COMPANIES DIRECTORS REPORT AND FINANCIAL STATEMENTS

2 COMPANY INFORMATION Directors: Enrique Perez Flores Jose Perez Diaz Company number: Registered office: Auditors: Bankers: Quadrant House 4 Thomas More Square London E1W 1YW UHY Hacker Young Quadrant House Floor 6 4 Thomas More Square London E1W 1YW Hyposwiss Private Bank Limited Bahnhofstrasse/Schutzengasse 4 CH-8021 Zurich HSBC Bank Plc 21 Kings Mall King Street Hammersmith London W6 0QF

3 CONTENTS Page Directors' Report 1-2 Independent Auditors Report 3-4 Consolidated Profit and Loss Account 5 Consolidated Statement of Recognised Gains and Losses 6 Consolidated Balance Sheet 7 Company Balance Sheet 8 Consolidated Cash Flow Statement 9 Notes to the Financial Statements 10-24

4 DIRECTORS' REPORT The directors present their report and financial statements for the year ended 31 December Principal activities The company's principal activity during the year continued to be that of a holding company. The principal activity of the group is the promotion, development, construction and selling of plots of land and property. Business review and future developments Full details of the results for the period are set out on page 5. The directors consider the group and company s results for the year ended 31 December 2012 and its financial position as at that date to be satisfactory. The directors anticipate that more properties shall be developed for sale over the next 12 months. The group expects the value of each property sale in 2013 to remain at a similar level to 2012 however the quantity of property sales is anticipated to increase. The group is affected by the current economic crisis but because the properties developed are high value and unique in terms of design and location, less so than might otherwise be the case. Results and dividends The group profit and loss account is set out on page 5 and shows a profit for the year of 2,517,880 (2011: loss of 102,794). A dividend of 397,694 was paid to the shareholders of Zagaleta Limited during the year (2011: 1,766,200). Directors The following directors have held office since 1 January 2012: Enrique Perez Flores Jose Perez Diaz Performance Income has increased by 40% (2011: decrease 17% ) Gross assets have decreased by 2% (2011: decrease 3.6%) Net current assets decreased by 5% (2011: increased 12.9%) Net assets decreased by 1% (2011: decrease 5.3%) Profit before tax was 3,918,033 (2011: 273,275) 1

5 DIRECTORS' REPORT Directors' responsibilities The directors are responsible for preparing the financial statements in accordance with applicable laws and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare 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 the group and of the profit or loss for that period. In preparing those financial statements the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; - state whether applicable accounting standards have been followed, subject to any material departure 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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 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. Auditors In accordance with Section 487(2) of the Companies Act 2006, the Company s auditors, UHY Hacker Young LLP, will be deemed re-appointed for the financial year commencing 1 January At the conclusion of the next period for appointing auditors, no notice having been deposited under Section 488 of the Companies Act Statement of disclosure to auditor So far as the directors are aware, there is no relevant audit information of which the company s auditors are unaware. Additionally, the directors 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 company s auditors are aware of that information. By order of the board Jose Perez Diaz Director Date: 10 September

6 INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF We have audited the financial statements of Zagaleta Limited for the year ended 31 December 2012 which comprise of the Group Profit and Loss Account, the Group and Parent Company Balance Sheets, the Group Cash Flow Statement, the Group Statement of Total Recognised Gains and Losses, the Group and Parent Company Reconciliation of Shareholder s Funds and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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 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. Respective responsibilities of directors and auditors As explained in the Directors Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board s Ethical Standards for Auditors. Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the APB s web-site at Qualified opinion arising from limitation in audit scope An assessment of fair values of the assets and liabilities of Zagaleta International UK Inc and its underlying subsidiaries was not carried out as required by Financial Reporting Standard No.7. Without this information it was not possible to verify the goodwill figure of 14,553,470, now amortised to 5,135,692, arising on acquisition. There were no other satisfactory audit procedures that we could adopt to confirm the value of the goodwill. 3

7 INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF Except for the financial effects of such adjustments, if any, as might have been determined to be necessary had we been able to satisfy ourselves on the fair values and goodwill arising on acquisition of the subsidiary undertaking, in our opinion the financial statements: - give a true and fair view of the group s and the parent company s affairs as at 31 December 2012 and of the group s profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been properly prepared in accordance with the Companies Act Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Director s Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception 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 by the parent company, or returns adequate for our audit have not been received from branches 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. Ian Cohen (Senior Statutory Auditor) For and on behalf of UHY Hacker Young Chartered Accountants Statutory Auditor Date:10 September

8 CONSOLIDATED PROFIT AND LOSS ACCOUNT Note Turnover 2 14,745,652 10,538,275 Cost of sales (5,268,968) (4,713,844) Gross profit 9,476,684 5,824,431 Administrative expenses (6,258,615) (6,453,940) Other operating income 794, ,211 Operating profit 3 4,012, ,702 Interest payable and similar charges 4 (217,097) (160,729) Interest receivable and similar income 5 140, ,302 Profit / (loss) on sale of investments (18,253) - Profit on ordinary activities before taxation 3,918, ,275 Tax on profit on ordinary activities 6 (1,398,403) (377,292) Profit/(loss) on ordinary activities after taxation 2,519,630 (104,017) Minority interest (1,750) 1,223 Profit/(loss) for the financial year 2,517,880 (102,794) ======== ======== The profit and loss account has been prepared on the basis that all operations are continuing operations. 5

9 STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES YEAR ENDED 31 DECEMBER 2012 Profit/(Loss) for the financial year 2,517,880 (102,794) Currency translation differences on foreign currency net investments (1,116,376) (1,226,752) Total recognised gains and (losses) relating to the year 1,401,504 (1,329,546) ======= ======= 6

10 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2012 Notes Fixed assets Goodwill 8 5,135,693 5,863,366 Negative goodwill 8 (89,576) (126,915) Intangible assets 8 5,046,117 5,736,451 Tangible assets 9 21,092,628 21,773,452 Investments 10 4,330,315 3,315,853 30,469,060 30,825,756 Current assets Stocks 11 25,737,632 28,377,843 Debtors ,979 1,095,694 Investments 13 9,238,443 7,628,036 Cash at bank and in hand 2,393,942 1,719,164 37,972,996 38,820,737 Creditors: amounts falling due within one year 14 (5,202,957) (4,360,447) Net current assets 32,770,039 34,460,290 Total assets less current liabilities 63,239,099 65,286,046 Creditors: amounts falling due after more than one year 15 (8,483,150) (9,969,593) Provision for liabilities and charges 16 (38,140) (47,103) Minority interest Equity minority interest (97,047) (97,570) 54,620,762 55,171,780 ======== ======== Capital and reserves Called up share capital 17 36,431,472 36,431,472 Profit and loss account 18 9,444,992 7,324,806 Other reserves 18 8,744,298 11,415,502 Shareholders funds equity interests 19 54,620,762 55,171,780 ======== ======== The financial statements were approved and authorised for issue by the Board on 10 September 2013 and signed on its behalf by: Director José Perez Díaz. Company Registration No

11 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2012 Notes Fixed assets Investments 10 36,431,472 36,431,472 Current assets Other debtors , ,381 Cash at bank and in hand 53, , , ,565 Creditors: amounts falling due within one year 14 (37,940) (39,065) Net current assets 234, ,500 Total assets less current liabilities 36,665,880 37,129,972 ======== ======== Capital and reserves Called up share capital 17 36,431,472 36,431,472 Profit and loss account , ,500 Shareholders funds equity interests 36,665,880 37,129,972 ======== ======== The financial statements were approved and authorised for issue by the Board on 10 September 2013 and signed on its behalf by: José Perez Díaz Director 8

12 CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR TO 31 DECEMBER 2012 Notes Operating activities Ordinary operating activities 22 6,518,900 (4,173,243) Net cash (outflow) / inflow from operating activities 6,518,900 (4,173,243) Returns on investments and servicing of finance Interest received 140, ,302 Interest paid (217,097) (160,729) Net cash outflow from returns on investments and servicing of finance (76,103) 37,573 Taxation Overseas tax paid (158,162) (268,808) Investing activities Purchase of tangible fixed assets (131,834) (108,747) Disposal of tangible fixed assets - 40,569 Purchase of investments (146,026) (4,865) Receipts from sale of investments 33,980 1,381,177 _ (243,880) 1,308,134 _ Cash (outflow) / inflow before use of liquid resources and financing 6,040,755 (3,096,344) Equity dividends paid Dividend paid (397,694) (1,766,200) Management of liquid resources Purchase of investments (8,115,069) (2,266,629) Sale of investments 5,353,052 3,040 Deposit & guarantee deposit (651,438) 4,730,828 (3,413,455) 2,467,239 Financing Purchase of treasury shares (1,554,828) - (1,554,828) - _ Increase in cash in the period ,778 (2,395,305) ========= ======== 9

13 1. Accounting policies The financial statements are prepared in accordance with applicable accounting standards. The particular policies adopted by the directors are described below; a) Accounting convention The financial statements are prepared under the historical cost convention as modified by the revaluation of investment properties. b) Basis of consolidation The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertakings made up to 31 December The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from the date control passes. Intra-group profits, transactions, balances, income and expenditure are eliminated fully on consolidation. c) Acquisitions of investments On the acquisition of a business, including an interest in an associated undertaking, fair values are attributed to the group's share of net separable assets. Where the cost of acquisition exceeds the fair values attributable to such net assets, the difference is treated as purchased goodwill and capitalised in the balance sheet in the year of acquisition. d) Turnover Sale of land and properties Turnover is the total amount receivable by the group, excluding value added tax, in the ordinary course of business. Turnover mainly comprises sale of land and properties and is recognised on exchange of contracts. Turnover Services Revenues received from the provision of services are recognised on the basis of degree of completion at the balance sheet date, provided that the result of the transaction can be reliably estimated. e) Stocks and work in progress Stocks and work in progress are stated at the lower of cost and net realisable value. Net realisable value is based on estimated selling price less all further costs to completion and all relevant marketing, selling and distribution costs. Production cost includes the costs of direct materials, individual plots of land, any investments made to develop, direct labour costs, general manufacturing costs and general expenses incurred, which are allocated to each plot in proportion to its surface area. f) Tangible fixed assets and depreciation Depreciation has been calculated to write off the cost of tangible fixed assets over their expected useful lives at the following rates. All assets are recognised at original cost and have not been revalued:- Buildings Plant and machinery Fixtures, fittings, equipment and tools Biological assets 0-2% on cost 3% to 25% on cost 3% to 25% on cost 10% to 15% on cost 10

14 FOR THE YEAR ENDED 31 DECEMBER 2011 g) Goodwill For acquisitions of a business, including an interest in an associated undertaking, purchased goodwill is capitalised in the year in which it arises and amortised over its estimated useful life up to a maximum of 20 years with a full year's charge for amortisation in the year of acquisition. The directors regard 20 years as a reasonable maximum for the estimated useful life of goodwill since it is difficult to make projections exceeding this period. Capitalised purchased goodwill in respect of subsidiaries is included within intangible fixed assets. Negative goodwill is similarly included in the balance sheet and is credited to the profit and loss account in the periods in which the acquired non-monetary assets are recovered through depreciation or sale. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to the profit and loss account in the periods expected to benefit. The directors have considered the economic benefit derived from this negative goodwill and have considered that this should be written back over 10 years. h) Foreign currencies Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities are translated at the rates of exchange ruling at the balance sheet date. All exchange differences are dealt with through the statement of total recognised gains and losses as appropriate. The closing rate as at 31 December 2012 is : 1 (2012: : 1). i) Investments Fixed and current asset investments are stated at cost less provision for diminution in value. j) Deferred tax Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted. 11

15 2. Turnover The total turnover of the group for the period has been derived from its principal activities wholly undertaken in Spain. Property sales 12,055,192 8,103,150 Services 2,690,460 2,435, Operating profit 14,745,652 10,538,275 Operating profit before taxation is stated after charging:- Amortisation of negative goodwill (37,339) (37,340) Amortisation of intangible assets 727, ,586 Depreciation of tangible assets 290, ,344 Directors emoluments 270, ,716 Operating lease rentals 33,991 31,532 Loss on foreign currency exchange 17,446 75,170 ======= ======= In accordance with the exemptions allowed by Section 408(3) Companies Act 2006, the company has not presented its own profit and loss account. The company made a loss after taxation of 62,342 for the year (2011: profit of 999,146). Auditors remuneration Fees payable to the group s auditor for the audit of the group s annual accounts 66,230 65,003 Non-audit services 46,062 58, , ,537 ======= ======= 4. Interest payable group s annual accounts 217, , , ,729 ======= ======= 12

16 5. Interest receivable group s annual accounts 140, , , ,302 ======= ======= 6. Taxation The charge for the year comprises: Overseas taxation 1,398, ,445 UK Corporation tax - (13,153) 1,398, ,292 ======= ======= Factors affecting the tax charge for the year Profit on ordinary activities before taxation 3,918, ,275 ======= ======== Profit on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 24.5% (2011: 26.5%) 959,918 72,418 ======= ======== Effects of Expenses not deductible for tax purposes 86,098 Depreciation 61, ,535 Amortisation 169,132 (182,915) Capital allowances (216) (316) Foreign tax charged at higher rates than UK standard rate 109,113 45,552 Adjustment to previous periods - (13,153) Permanent differences (85) - Tax losses 98, , , ,874 ======= ======== Current tax charge 1,398, ,292 ======= ======== The group has unrealised losses available to carry forward in respect of which no asset has been created as the groups profit streams, which can utilise these losses are uncertain. Losses amounting to 820,661 are carried forward in the UK. 13

17 6. Taxation (Cont) The Finance Act 2012 announced a reduction in the main rate of corporation tax for the financial year beginning 1 April 2012 to 24% so that the effective rate applying for the company's financial year is 24.5% (2011: 26.5%). A reduction in the rate of corporation tax was included in the Finance Act 2012 further reducing the main rate of corporation tax to 23% from 1 April 2013, and this change was substantively enacted as at the balance sheet date. This further change in the rate has not been reflected in these financial statements as the company is carrying no deferred tax assets and liabilities. In Spain, the losses available to carry forward amount to 1,343,412. These will expire as follows: Within the 5 years ended 31 December ,999 Within the 5 years ended 31 December ,922 Within the 5 years ended 31 December ,629 Within the 5 years ended 31 December ,862 1,343,412 ======== 7. Dividends Paid Interim dividend ,649 - Interim dividend ,766, ,694 1,766,200 ======= ======== 14

18 8. Intangible fixed assets - Group Positive Negative Goodwill Goodwill Total Cost At 1 January ,553,470 (373,394) 14,180,076 At 31 December ,553,470 (373,394) 14,180,076 ======== ======== ========= Amortisation At 1 January ,690,104 (246,479) 8,443,625 Charge for the year 727,672 (37,339) 690,333 At 31 December ,417,777 (283,818) 9,133,959 ======== ======== ========= Net book value At 31 December ,135,693 (89,576) 5,046,117 ======== ======== ========= At 31 December ,863,366 (126,915) 5,736,451 ======== ======== ========= 15

19 9. Tangible fixed assets - Group Land and building Land and Plant and Tools and Biological Other fixed Motor Leisure facilities building machinery fixtures Assets Assets vehicles Total Cost and valuation On 1 January ,593, ,128 2,418,062 1,398, , ,156 (993) 25,115,819 Exchange adjustments (469,697) (5,024) (56,750) (32,822) (22,167) (11,442) 40 (597,862) Additions - - 3, ,197 1, ,751 Disposals - - (5,186) (3,053) (8,239) At 31 December ,123, ,104 2,359,182 1,363, , , ,643,469 ======== ======== ======== ======== ======== ======== ======== ======== Depreciation At 1 January ,250 1,688,964 1,140, , ,342,364 Exchange adjustments - (1,847) (36,364) (27,899) - (9,438) (18) (75,566) Charge - 4, ,088 27,466-45, ,364 Disposals - - (5,186) (1,137) (6,323) At 31 December ,406 1,860,502 1,138, , ,550,839 ======== ======== ======== ======== ======== ======== ======== ======== Net book value At 31 December ,123, , , , , , ,092,628 ======== ======== ======== ======== ======== ======== ======== ======== At 31 December ,593, , , , , ,074 (1,760) 21,773,452 ======== ======== ======== ======== ======== ======== ======== ======== In the opinion of the directors, the cost of Land and buildings leisure facilities should not be depreciated as it mainly consists of land and it would be inappropriate to do so. Biological assets includes the cost of labour, materials and services associated with the renovation of a plantation of orange trees in the accounts of Europea de Cítricos S.A.U.. The value of this asset is assessed at each year end to ensure that the value, as stated in the balance sheet, is a fair representation. 16

20 ZAGALETA LIMITED 10. Fixed asset investments Company Shares in group undertakings 36,431,472 36,431,472 ======== ======== In the opinion of the directors the aggregate value of shares in subsidiary undertaking is not less than the amount at which they are disclosed in these financial statements. Group Other investments and loans: At 1 January ,315,853 Exchange adjustments (68,226) Additions 146,026 Disposals (52,236) Reclassifications 988,898 At 31 December ,330,315 ======== Country of Company Incorporation Activity Holdings Zagaleta International UK Inc Panama Intermediate holding company 100% La Zagaleta S.L.U. Spain Promoting, developing, constructing 100% and selling plots of land and real property La Zagaleta SL UK Limited UK Provision of promotional and marketing activities 100% La Zagaleta Service Spain Maintenance services for swimming 80% Management S.L. pool buildings, gardens and installations, including vehicle repair services Europea de Citricos S.A.U. Spain Promoting, developing, constructing and selling plots of land and real property 100% Cerro Pardo S.L. Spain Purchase, sale and ownership of real estate, 35% renting and property promotion The group's investment in Cerro Pardo S.L. has been accounted for as an investment and not as an associate of the group. This is due to the fact that the group does not exercise significant influence over the operating and financial policies in this company. 17

21 ZAGALETA LIMITED 10. Fixed asset investments (Cont) Other investments and loans of the group includes an amount of 1,254,034 (2011: 1,284,162) that relates to a loan made by La Zagaleta S.L.U. to Asociación Deportiva Club de Campo La Zagaleta to finance its activities. The loan will be repaid as new members join the club. Also included in other investments and loans of the group is an amount of 1,492,226 (2011: 1,528,077 ) that corresponds to the principal of a loan granted to the company Cerro Pardo, S.L. The interest rate specified in the private agreement signed on the 5 January 2006 is equal to a rate per annum equal to EURIBOR plus a margin of 0.30%. The maximum recovery period was established as 5 years. The full amount has to be repaid by the end of the period. 11. Stock Group Company Work in progress and materials 1,410,474 1,454, Stock of trading properties 24,327,158 26,923, ,737,632 28,377, ======== ======== ======= ======= 12. Debtors Group Company Trade debtors 524, , Amounts owed by group undertakings , ,471 Other debtors 77, ,518 7,493 7,910 Prepayments and accrued income 1,016 5, ,979 1,095, , ,381 ======= ======== ======= ======= 18

22 ZAGALETA LIMITED 13. Investments Group Company Current asset investments 2, Short term investment Investment funds Companies promissory note 220, , Fixed term deposit Other loans 9,015,290 7,401, ,238,443 7,628, ======== ======== ======= ======= 14. Creditors: amounts falling due within one year Group Company Bank loans and overdrafts 396, , Trade creditors 2,357,113 1,609, Bills of exchange 302,415 1,937, Corporation tax 1,396, Other taxes and social security costs 453, , Other creditors 3,689 1, ,290 Accruals and deferred income 293, ,289 37,000 37,750 5,202,957 4,360,447 37,940 39,065 ======== ======== ======== ======== Debt due in one year or less 396, , ======== ======== ======== ======== Bank Popular have a guarantee for the building on plot G-19. The facility available to the company is for 5,000,000. Bank Santander have a security of 1,049,166 over the construction of buildings 1PPO and 2PPO. Bank Banif have a guarantee for the building on plot C The facility available to the company is for 3,000,

23 ZAGALETA LIMITED 15. Creditors: amounts falling due after more than one year Group Company Accruals and deferred income 4,403,760 5,238, Bank loans 4,079,390 4,730, ,483,150 9,969, ======== ======== ======== ======== Analysis of loans Wholly repayable within five years 2,211,578 1,975, Due after five years 2,264,728 3,229, Included in current liabilities (396,916) (273,991) - - 4,079,390 4,930, ======== ======== ======== ======== Accruals and deferred income comprise the following: 175,018 (2011: 186,704) in relation to the management and operation by a third party of La Zagaleta S.L.U. s car parks. An amount matching the annual depreciation charged on the relevant assets is being transferred to the profit and loss account each year. 7,241 (2011: 7,684) has been so transferred this year. 4,228,742 (2011: 5,052,061) in relation to amounts received for the management and operation by Asociacion Deportiva Club de Campo La Zagaleta ( Asociacion ) of La Zagaleta S.L.U. s north golf course for a period ended in Provision for liabilities and charges Provision Provision for taxes for liabilities Total Group Balance at 1 January ,393 37,710 47,103 Appropriations 32,543-32,543 Utilised (3,830) (36,503) (40,333) Exchange difference 34 (1,207) (1,173) Balance at 31 December ,140-38,140 ======== ======== ======== The provision for liabilities and charges relate to amounts provided in respect of tax liabilities in the accounts of La Zagaleta S.L.U. 20

24 ZAGALETA LIMITED 17. Share capital The group and the company Authorised, allotted and fully paid 100,000 ordinary shares of each 36,431,472 36,431, Reserves Group Company Profit and loss account At 1 January ,324, ,500 Profit for the year 2,517,880 (62,342) Dividends (note 7) (397,694) (401,750) At 31 December ,444, ,408 ======== ======== Other Reserves 2012 Foreign Exchange translation: At 1 January ,415,502 For the year (1,116,376) At 31 December ,299,126 ======== Treasury shares: At 1 January For the year (1,554,828) At 31 December 2012 (1,554,828) ======== Treasury shares represent the acquisition by the group of 1,000 shares in Zagaleta Ltd. These shares have a nominal value of 601,

25 ZAGALETA LIMITED 19. Reconciliation of movements in shareholders funds Group Equity shareholders funds at 1 January ,171,780 58,279,378 Profit for the year 2,517,880 (102,794) Prior year adjustment - (11,858) Net movement on reserves foreign exchange (1,116,376) (1,226,746) Dividends (397,694) (1,766,200) Acquisition of treasury shares (1,554,828) - Equity shareholders funds at 31 December ,620,762 55,171,780 ======== ======== 20. Employees Average number of persons employed by the group in the period were: ====== ====== Staff costs for all employees, including directors consist of: Wages and salaries 1,643,217 1,892,212 Social security costs 366, ,662 2,009,330 2,300,874 ======= ======= 21. Directors emoluments Salaries 270, , , ,716 The highest paid director is J Perez Díaz who received 226,486 (2011: 203,697) during the year in salary. 22

26 ZAGALETA LIMITED 22. Reconciliation of operating profit to net cash inflow from ordinary operating activities Operating profit (excluding other operating income) 3,218,068 (628,664) Other operating income 794, ,211 Depreciation 290, ,344 Amortisation 690, ,244 Profit on sale of fixed assets - (812) (Increase) / decrease in stocks 1,957,127 (2,012,465) (Increase) / decrease in debtors 492, ,892 Increase / (decrease) in creditors and provisions (1,241,697) (4,334,302) Exchange differences 317, ,168 Prior year adjustment - (11,859) Net cash (outflow) / inflow from ordinary activities 6,518,900 (4,173,243) ======== ========= 23. Analysis of changes in cash and cash equivalents 2012 Balance at 1 January ,719,164 Net cash inflow 674,778 Balance at 31 December ,393,942 ======== Analysis of the balances of cash and cash equivalents as shown in the balance sheet Change Cash at bank and in hand 2,393,942 1,719, ,778 Overdrafts and loans ,393,942 1,719, ,778 ======== ======== ======== 23

27 ZAGALETA LIMITED 24. Ultimate controlling party As the issued share capital of the company is in bearer form, the company has been unable to determine whether there is an ultimate controlling party, or the identity of such a party should there be one. 25. Related party transactions The group has taken advantage of the exemption available under FRS 8 Related party Disclosures whereby it has not disclosed transactions which are eliminated upon consolidation. 26. Dividends Dividends totalling 500,000 were declared and paid after the year end. 24