REGISTERED NUMBER: 04682455 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2022 |
for |
NHC Holdings Limited |
REGISTERED NUMBER: 04682455 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2022 |
for |
NHC Holdings Limited |
NHC Holdings Limited (Registered number: 04682455) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 5 |
Consolidated Income Statement | 8 |
Consolidated Other Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 16 |
NHC Holdings Limited |
Company Information |
for the Year Ended 31 December 2022 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
24 Picton House |
Hussar Court |
Waterlooville |
Hampshire |
PO7 7SQ |
NHC Holdings Limited (Registered number: 04682455) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
The directors present their strategic report of the company and the group for the year ended 31 December 2022. |
REVIEW OF BUSINESS |
Following Covid-19 uncertainties in 2020 and into 2021. We started 2022 progressively while at the same time experiencing ongoing inflationary pressures in materials and supply chain problems due to high market demands for materials and shortages post covid. Additional business changes commenced to be experienced in both trading and inflationary costs brought about by Russia's invasion of Ukraine resulting in new challenges of higher utilities prices, subsequent materials prices over the course of the year and labour shortages across all areas. Inflation and end of year energy uncertainty resulted in a growing weakness in consumer confidence in the second half of the year resulting in a drop in sales for the full year. |
The directors focus is to continually review all areas of the business and to put in place short- and medium-term measures and changes in pricing, product, and overheads to counter high inflationary pressures across all business costs. As interest rates commenced to increase during 2022, the directors made the decision to sell its investment property as a good market value was achievable at this time. |
PRINCIPAL RISKS AND UNCERTAINTIES |
These remain the costs of production, material's, utilities, and labour we have seen across all departments this year, alongside some consumer retail weakness in purchasing higher value products due to the increasing cost of living. However, as we are a fully integrated business having control of our own marketing, sales, production, delivery, and service, we have the ability to make overhead, product, and price adjustments more so than potential other companies in our sector to adapt to these principal challenges. |
Competitive, economic, and retail pressures in the UK is a continuing risk to the group via its retail and direct sales. The group also manages this risk by continuing to develop and provide unique products not available to its competitors while ensuring that our marketing expenditure is effectively converted to sales. Risks and uncertainties remain as the company responds to a changing but growing market that is responding too and adopting new technology and media. With an ageing and growing population with long-term health problems looking to stay healthier at home for longer. Despite short-term market and economic issues, the medium to longer term outlook is for a growing market opportunity especially with our medical product regulatory approvals and standards. |
KEY PERFORMANCE INDICATORS |
The company continues to use several key performance indicators which differ departmentally throughout the group business. These include sales, conversion of marketing expenditure, materials costs, the level of overheads and return on capital employed. With potential economic after shock from the pandemic all standard measures are continuously reviewed and challenged regarding post pandemic trading uncertainties. |
RESEARCH AND DEVELOPMENT |
The group continues its policy of investment in research and development of new products and applications to maintain and build upon existing and to develop new markets. |
FUTURE DEVELOPMENTS |
The group continues to focus its sales direct from its factory in North Wales and continues with an emphasis on its unique product range within its intellectual property portfolio. Combined with ongoing research on the benefits of use of our products to develop routes to market in the UK and overseas. We see a clear range of opportunities for the group going forward to both grow sales and diversify further in its target and new markets. |
NHC Holdings Limited (Registered number: 04682455) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
SHARE OPTION SCHEMES |
The group has established an EMI share option scheme for the benefit of the employees of the group. |
The exercise of options granted under the scheme may be satisfied by the transfer of shares held by The Niagara Holdings Limited Employee Share Trust. |
A total of 1,423,161 options had been granted under these schemes at 31 December 2022 and were outstanding at that date. (2021: 1,073,161) |
Directors share options |
As at 31.12.21 |
Expired in year |
Issued in year |
Exercised in year |
At 31.12.22 |
Exercise price |
Date from which exercisable |
Expiry date |
P J Ellin EMI scheme |
133,468 |
- |
170,000 |
- |
303,468 |
15p |
Aug 2014 |
Aug 2024 |
233,100 | - | - | - | 233,100 | 15p | Nov 2018 | Nov 2028 |
L Parry EMI scheme |
56,343 |
- |
180,000 |
- |
236,343 |
15p |
Aug 2014 |
Aug 2024 |
290,300 | - | - | - | 290,300 | 15p | Nov 2018 | Nov 2028 |
The cost of the options was £1 for each block of options granted under each scheme. |
ON BEHALF OF THE BOARD: |
NHC Holdings Limited (Registered number: 04682455) |
Report of the Directors |
for the Year Ended 31 December 2022 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2022. |
The directors do not recommend the payment of a final dividend. It should be noted that the Niagara Holdings Limited Employee Share Trust has waived its rights to all dividends. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and 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 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, JWR Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
NHC Holdings Limited |
Opinion |
We have audited the financial statements of NHC Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 affairs as at 31 December 2022 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 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 Auditors' 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
NHC Holdings Limited |
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 Report of the Directors. |
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 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 Statement of Directors' Responsibilities set out on page four, 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 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. |
Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. |
We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. |
Procedures performed by the audit team included: |
- Discussions with management regarding known or suspected instances of non-compliance with laws and regulations; |
- Evaluation of controls designed to prevent and detect irregularities; and |
- Assessing journals entries as part of our planned audit approach. |
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. |
As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. |
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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
NHC Holdings Limited |
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 a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditor |
24 Picton House |
Hussar Court |
Waterlooville |
Hampshire |
PO7 7SQ |
NHC Holdings Limited (Registered number: 04682455) |
Consolidated |
Income Statement |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ | £ | £ |
TURNOVER | 3 | 12,865,832 | 13,328,212 |
Cost of sales | 9,821,845 | 9,638,717 |
GROSS PROFIT | 3,043,987 | 3,689,495 |
Distribution costs | 426,712 | 356,569 |
Administrative expenses | 2,413,111 | 3,129,202 |
2,839,823 | 3,485,771 |
204,164 | 203,724 |
Other operating income | 42,355 | 213,375 |
OPERATING PROFIT | 5 | 246,519 | 417,099 |
Interest receivable and similar income | 1,482 | 107 |
248,001 | 417,206 |
Interest payable and similar expenses | 6 | 1,828 | 4,615 |
PROFIT BEFORE TAXATION | 246,173 | 412,591 |
Tax on profit | 7 | (111,796 | ) | (1,018 | ) |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 357,969 | 413,609 |
NHC Holdings Limited (Registered number: 04682455) |
Consolidated |
Other Comprehensive Income |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 357,969 | 413,609 |
OTHER COMPREHENSIVE INCOME |
Purchase of own shares | - | (735,801 | ) |
Capital redemption reserve | - | 48,408 |
Income tax relating to components of other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
- |
(687,393 |
) |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
357,969 |
(273,784 |
) |
Total comprehensive income attributable to: |
Owners of the parent | 357,969 | (273,784 | ) |
NHC Holdings Limited (Registered number: 04682455) |
Consolidated Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | - | - |
Tangible assets | 10 | 1,494,851 | 1,620,946 |
Investments | 11 | - | - |
Investment property | 12 | - | 620,000 |
1,494,851 | 2,240,946 |
CURRENT ASSETS |
Stocks | 13 | 989,445 | 993,443 |
Debtors | 14 | 635,475 | 522,408 |
Cash at bank and in hand | 1,621,560 | 1,029,123 |
3,246,480 | 2,544,974 |
CREDITORS |
Amounts falling due within one year | 15 | 1,357,922 | 1,625,986 |
NET CURRENT ASSETS | 1,888,558 | 918,988 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
3,383,409 |
3,159,934 |
CREDITORS |
Amounts falling due after more than one year |
16 |
- |
(22,698 |
) |
PROVISIONS FOR LIABILITIES | 18 | (85,337 | ) | (197,133 | ) |
NET ASSETS | 3,298,072 | 2,940,103 |
CAPITAL AND RESERVES |
Called up share capital | 19 | 84,825 | 84,825 |
Share premium | 20 | 1,400,487 | 1,400,487 |
Revaluation reserve | 20 | (69,906 | ) | 311,084 |
Capital redemption reserve | 20 | 90,240 | 90,240 |
Other reserves | 20 | 113,005 | 113,005 |
Other reserves | 20 | (187,019 | ) | (187,019 | ) |
Retained earnings | 20 | 1,866,440 | 1,127,481 |
SHAREHOLDERS' FUNDS | 3,298,072 | 2,940,103 |
The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2023 and were signed on its behalf by: |
P J Ellin - Director |
NHC Holdings Limited (Registered number: 04682455) |
Company Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
Investment property | 12 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 18 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Share premium |
Capital redemption reserve |
Other reserves |
Other reserves | ( |
) | ( |
) |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's loss for the financial year | (80,325 | ) | (91,598 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
NHC Holdings Limited (Registered number: 04682455) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Share | Revaluation |
capital | earnings | premium | reserve |
£ | £ | £ | £ |
Balance at 1 January 2021 | 133,233 | 1,445,333 | 1,400,487 | 315,424 |
Changes in equity |
Issue of share capital | (48,408 | ) | - | - | - |
Total comprehensive income | - | (317,852 | ) | - | (4,340 | ) |
Balance at 31 December 2021 | 84,825 | 1,127,481 | 1,400,487 | 311,084 |
Changes in equity |
Total comprehensive income | - | 738,959 | - | (380,990 | ) |
Balance at 31 December 2022 | 84,825 | 1,866,440 | 1,400,487 | (69,906 | ) |
Capital |
redemption | Other | Other | Total |
reserve | reserves | reserves | equity |
£ | £ | £ | £ |
Balance at 1 January 2021 | 41,832 | 113,005 | (187,019 | ) | 3,262,295 |
Changes in equity |
Issue of share capital | - | - | - | (48,408 | ) |
Total comprehensive income | 48,408 | - | - | (273,784 | ) |
Balance at 31 December 2021 | 90,240 | 113,005 | (187,019 | ) | 2,940,103 |
Changes in equity |
Total comprehensive income | - | - | - | 357,969 |
Balance at 31 December 2022 | 90,240 | 113,005 | (187,019 | ) | 3,298,072 |
NHC Holdings Limited (Registered number: 04682455) |
Company Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Issue of share capital | ( |
) | - |
Total comprehensive income | - | ( |
) | - |
Balance at 31 December 2021 |
Changes in equity |
Total comprehensive income | - | ( |
) | - |
Balance at 31 December 2022 |
Capital |
redemption | Other | Other | Total |
reserve | reserves | reserves | equity |
£ | £ | £ | £ |
Balance at 1 January 2021 | ( |
) |
Changes in equity |
Issue of share capital | - | - | - | ( |
) |
Total comprehensive income | ( |
) |
Balance at 31 December 2021 | ( |
) |
Changes in equity |
Total comprehensive income | ( |
) |
Balance at 31 December 2022 | ( |
) |
NHC Holdings Limited (Registered number: 04682455) |
Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (323,813 | ) | 768,222 |
Interest element of hire purchase payments paid |
(1,828 |
) |
(4,615 |
) |
Tax paid | - | 32,442 |
Net cash from operating activities | (325,641 | ) | 796,049 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (51,509 | ) | (44,173 | ) |
Sale of tangible fixed assets | 52,376 | 35,162 |
Sale of investment property | 975,000 | - |
Interest received | 1,482 | 107 |
Net cash from investing activities | 977,349 | (8,904 | ) |
Cash flows from financing activities |
Loan repayments in year | - | (50,000 | ) |
Capital repayments in year | (59,271 | ) | (102,015 | ) |
Share buyback | - | (735,801 | ) |
Net cash from financing activities | (59,271 | ) | (887,816 | ) |
Increase/(decrease) in cash and cash equivalents | 592,437 | (100,671 | ) |
Cash and cash equivalents at beginning of year |
2 |
1,029,123 |
1,129,794 |
Cash and cash equivalents at end of year | 2 | 1,621,560 | 1,029,123 |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.22 | 31.12.21 |
£ | £ |
Profit before taxation | 246,173 | 412,591 |
Depreciation charges | 168,961 | 193,527 |
Profit on disposal of fixed assets | (398,739 | ) | (12,234 | ) |
Finance costs | 1,828 | 4,615 |
Finance income | (1,482 | ) | (107 | ) |
16,741 | 598,392 |
Decrease in stocks | 3,998 | 158,047 |
Increase in trade and other debtors | (113,061 | ) | (17,719 | ) |
(Decrease)/increase in trade and other creditors | (231,491 | ) | 29,502 |
Cash generated from operations | (323,813 | ) | 768,222 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 1,621,560 | 1,029,123 |
Year ended 31 December 2021 |
31.12.21 | 1.1.21 |
£ | £ |
Cash and cash equivalents | 1,029,123 | 1,129,794 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.1.22 | Cash flow | At 31.12.22 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 1,029,123 | 592,437 | 1,621,560 |
1,029,123 | 592,437 | 1,621,560 |
Debt |
Finance leases | (98,408 | ) | 59,271 | (39,137 | ) |
(98,408 | ) | 59,271 | (39,137 | ) |
Total | 930,715 | 651,708 | 1,582,423 |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
1. | STATUTORY INFORMATION |
NHC Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
- the requirements of Section 7 Statement of Cash Flows - Presentation of a Statement of Cash Flow and related notes and disclosures; |
- the requirements of Section 11 'Basic Financial Instruments' & Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in the profit or loss and in other comprehensive income. |
- Section 33 'Related Party Disclosures' - Compensation for key management personnel. |
Basis of consolidation |
The consolidated financial statements incorporate those of the company and all of its subsidiary undertakings for the year. Subsidiaries acquired during the year are consolidated using the acquisition method. Their results are incorporated from the date that control passes. The difference between the cost of acquisition of shares in subsidiaries and the fair value of the separate net assets acquired is capitalised and written off on a straight line basis over its estimated economic life. Provision is made for impairment. All financial statements are made up to 31 December. |
Turnover |
Turnover represents the value of goods sold and services provided to customers during the year net of discounts and value added tax. |
Goodwill |
Goodwill is amortised through the profit and loss account on a straight line basis over a period not exceeding 10 years. Any permanent impairment in carrying value is written off through the profit and loss account. |
Patents and trademarks |
Where appropriate expenditure on patents and trademarks is written off in the year in which it is incurred. |
The cost of patents and trademarks are amortised over their expected useful economic lives on a straight line basis. Any permanent improvement in carrying value is written off through the profit and loss account. |
Tangible fixed assets |
Freehold property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value are shown in the revaluation reserve. |
Stocks |
Stocks are stated at the lower of cost and net realisable value. Cost is determined on a first in, first-out basis. The cost of finished goods and goods for resale comprises materials, direct labour and attributable production overheads. Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion and disposal. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Where assets are financed by leasing agreements that give rights approximating to ownership ("finance leases"), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable during the lease term. The corresponding leasing commitments are shown as obligations to the lessor. |
Lease payments are treated as consisting of capital and interest elements, and the interest is charged to the profit and loss account in proportion to the remaining balance outstanding. All other leases are "operating leases" and the annual rentals are charged to the profit and loss on a straight line basis over the lease term. |
Pension costs and other post-retirement benefits |
The company operates several defined contribution pension schemes. The assets of these schemes are held separately from those of the group in independently administered funds. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Going concern |
The group's business activities, together with the factors likely to affect its future development and position, are set out in the Business Review section of the Strategic report. |
The group is expected to continue to generate positive cash flows on its own account for the foreseeable future. The group participates in the group's centralised treasury arrangements. |
The directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the NHC Holdings Limited group to continue as a going concern or its ability to continue with the current banking arrangements. |
On the basis of their assessment of the group's financial position the company directors have a reasonable expectation that the group will be able to continue in operational existence for the foreseeable future. Thus the going concern basis of accounting in preparing the annual financial statements has been used. |
The financial statements have been prepared on the going concern basis as the directors have prepared detailed budgets for a period of at least 12 months from the date of signing the accounts which show that the Group is expected to be able to meet all its liabilities as they fall due. However, it is acknowledged that the global and UK outbreak of COVID-19 has had a profound impact on the global and UK economy and businesses. |
The directors have produced a detailed going concern assessment for the group. The conclusion of the directors' assessment for NHC Holdings Limited is that the business will be able to meet all its liabilities as they fall due. The directors have prepared forecasts for 2023-24 which show continued profits and cash generation. |
Based on the trading results achieved post year end, the finance facilities in place and available to the Group and the forecasts to for 2023-24 the directors conclude that the group will be able to trade for a period of at least 12 months from the approval of the financial statements and have therefore concluded that it is appropriate for the financial statements to be prepared on the going concern basis. |
Warranty provision |
Provision is made for liabilities arising in respect of expected warranty claims. |
Employee Share Trust |
The Company operates an employee share trust and has de facto control of the shares held by the trust and bears their benefits and risks. The company records certain assets and liabilities of the trust as its own. Finance costs and administrative expenses are charged as they accrue. The Company has also established an EMI share option scheme for the benefit of employees of the Group. |
Functional and presentational currencies |
The financial statements are presented in sterling which is also the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest whole £1, except where otherwise indicated. |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
31.12.22 | 31.12.21 |
£ | £ |
United Kingdom | 12,637,119 | 12,982,308 |
Europe | 188,952 | 281,633 |
United States of America | 31,870 | 39,368 |
Africa | 7,891 | 24,903 |
12,865,832 | 13,328,212 |
4. | EMPLOYEES AND DIRECTORS |
31.12.22 | 31.12.21 |
£ | £ |
Wages and salaries | 2,954,234 | 3,160,620 |
Social security costs | 255,898 | 270,401 |
Other pension costs | 62,410 | 69,180 |
3,272,542 | 3,500,201 |
The average number of employees during the year was as follows: |
31.12.22 | 31.12.21 |
Management | 6 | 6 |
Administration and production | 63 | 61 |
Selling and distribution | 46 | 54 |
2022 | 2021 |
£ | £ |
Emoluments | 246,802 | 356,572 |
The total payments to the highest paid director were £123,017 (2021: £193,600) and money purchase pension contributions were £5,700 (2021 : £nil). |
There are no directors for whom retirement benefits are accruing under money purchase or defined |
benefit schemes (2021 : nil) |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
31.12.22 | 31.12.21 |
£ | £ |
Hire of plant and machinery | 33,474 | 31,982 |
Other operating leases | 59,866 | 55,668 |
Depreciation - owned assets | 168,967 | 193,527 |
Profit on disposal of fixed assets | (398,739 | ) | (12,234 | ) |
Auditors' remuneration | 37,127 | 33,000 |
Foreign exchange differences | 21,722 | (2,600 | ) |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.22 | 31.12.21 |
£ | £ |
Hire purchase | 1,828 | 4,615 |
7. | TAXATION |
Analysis of the tax credit |
The tax credit on the profit for the year was as follows: |
31.12.22 | 31.12.21 |
£ | £ |
Deferred tax | (111,796 | ) | (1,018 | ) |
Tax on profit | (111,796 | ) | (1,018 | ) |
Reconciliation of total tax credit included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
31.12.22 | 31.12.21 |
£ | £ |
Profit before tax | 246,173 | 412,591 |
Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2021 - 19 %) |
46,773 |
78,392 |
Effects of: |
Expenses not deductible for tax purposes | 2,836 | - |
Capital allowances in excess of depreciation | (168,859 | ) | - |
Depreciation in excess of capital allowances | - | 22,577 |
Utilisation of tax losses | (33,735 | ) | (27,947 | ) |
Patent box deduction | (86,935 | ) | (74,040 | ) |
Chargeable gain | 128,124 | - |
Total tax credit | (111,796 | ) | (1,018 | ) |
Tax effects relating to effects of other comprehensive income |
There were no tax effects for the year ended 31 December 2022. |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
7. | TAXATION - continued |
31.12.21 |
Gross | Tax | Net |
£ | £ | £ |
Purchase of own shares | (735,801 | ) | - | (735,801 | ) |
Capital redemption reserve | 48,408 | - | 48,408 |
(687,393 | ) | - | (687,393 | ) |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | INTANGIBLE FIXED ASSETS |
Group |
Patents |
and |
Goodwill | licences | Totals |
£ | £ | £ |
COST |
At 1 January 2022 |
and 31 December 2022 | 2,174,622 | 200,000 | 2,374,622 |
AMORTISATION |
At 1 January 2022 |
and 31 December 2022 | 2,174,622 | 200,000 | 2,374,622 |
NET BOOK VALUE |
At 31 December 2022 | - | - | - |
At 31 December 2021 | - | - | - |
Goodwill relates to the acquisition of Niagara Healthcare Limited and subsidiaries on 23 January 2004 and Balance Master UK Limited on 1 July 2007. |
Goodwill relating to the acquisition of Balance Master UK Limited was fully impaired in accounts of 2010. |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
10. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Freehold | Plant and | and | Motor |
property | machinery | fittings | vehicles | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2022 | 1,501,802 | 985,190 | 1,235,714 | 590,112 | 4,312,818 |
Additions | - | 44,311 | 7,198 | - | 51,509 |
Disposals | - | - | (576 | ) | (57,744 | ) | (58,320 | ) |
At 31 December 2022 | 1,501,802 | 1,029,501 | 1,242,336 | 532,368 | 4,306,007 |
DEPRECIATION |
At 1 January 2022 | 185,855 | 861,460 | 1,129,175 | 515,382 | 2,691,872 |
Charge for year | 37,635 | 31,347 | 44,743 | 55,242 | 168,967 |
Eliminated on disposal | - | - | - | (49,683 | ) | (49,683 | ) |
At 31 December 2022 | 223,490 | 892,807 | 1,173,918 | 520,941 | 2,811,156 |
NET BOOK VALUE |
At 31 December 2022 | 1,278,312 | 136,694 | 68,418 | 11,427 | 1,494,851 |
At 31 December 2021 | 1,315,947 | 123,730 | 106,539 | 74,730 | 1,620,946 |
The freehold properties were re-valued as at February 2017, by Knight Frank LLP, a firm of independent chartered surveyors, at their open market value of £1,475,000. |
The net book value of assets held on finance leases and hire purchase contracts is £11,428 (2021: £89,680). The depreciation charge for the year for fixed assets held on finance leases and hire purchase contracts is £45,712 (2021: £70,900). |
Company |
Fixtures |
and |
fittings |
£ |
COST |
At 1 January 2022 |
Additions |
At 31 December 2022 |
DEPRECIATION |
At 1 January 2022 |
Charge for year |
At 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2022 |
and 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
12. | INVESTMENT PROPERTY |
Group |
Total |
£ |
FAIR VALUE |
At 1 January 2022 | 620,000 |
Disposals | (620,000 | ) |
At 31 December 2022 | - |
NET BOOK VALUE |
At 31 December 2022 | - |
At 31 December 2021 | 620,000 |
13. | STOCKS |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Raw materials | 755,112 | 722,982 |
Finished goods | 234,333 | 270,461 |
989,445 | 993,443 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£ | £ | £ | £ |
Trade debtors | 163,478 | 54,710 |
Amounts owed by group undertakings | 7 | 1 |
Tax | 2,719 | 2,719 |
VAT | 77,974 | 82,441 |
Prepayments and accrued income | 391,297 | 382,537 |
635,475 | 522,408 |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£ | £ | £ | £ |
Hire purchase contracts (see note 17) | 39,137 | 75,710 |
Trade creditors | 774,367 | 946,141 |
Amounts owed to group undertakings | - | - |
Tax | (438 | ) | (438 | ) | ( |
) | ( |
) |
Social security and other taxes | 71,096 | 140,490 |
Other creditors | 144,329 | 105,463 |
Accruals and deferred income | 329,431 | 358,620 |
1,357,922 | 1,625,986 |
The bank borrowings are secured by fixed and floating charges over the Group’s properties and assets. A provision has been recognised for expected claims against product guarantees. It is expected that this expenditure will be incurred over the period of the guarantees. The provision, the amount of which has not been disclosed as it is considered to be commercially sensitive, has not been discounted since the effect of discounting is not material. |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Hire purchase contracts (see note 17) | - | 22,698 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
31.12.22 | 31.12.21 |
£ | £ |
Net obligations repayable: |
Within one year | 39,137 | 75,710 |
Between one and five years | - | 22,698 |
39,137 | 98,408 |
Group |
Non-cancellable operating | leases |
31.12.22 | 31.12.21 |
£ | £ |
Within one year | 926 | 22,839 |
Between one and five years | 157,514 | 134,418 |
In more than five years | 68,710 | 52,000 |
227,150 | 209,257 |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
18. | PROVISIONS FOR LIABILITIES |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£ | £ | £ | £ |
Deferred tax |
Accelerated capital allowances | 30,093 | 53,539 |
Tax losses carried forward | (31,020 | ) | (31,020 | ) |
Other timing differences | 86,264 | 174,614 | - | - |
85,337 | 197,133 | 558 | 558 |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2022 | 197,133 |
Credit to Income Statement during year | (111,796 | ) |
Balance at 31 December 2022 | 85,337 |
Company |
Deferred |
tax |
£ |
Balance at 1 January 2022 |
Balance at 31 December 2022 |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.22 | 31.12.21 |
value: | £ | £ |
Ordinary | 0.025 | 84,825 | 84,825 |
20. | RESERVES |
Share Premium |
This reserve records the amount above the nominal value of shares sold, less transaction costs. |
Capital Redemption Reserve |
This reserve records the nominal value of shares repurchased by the company. |
Revaluation Reserve |
The revaluation reserve relates to a surplus on revaluation of freehold and investment properties. |
Own Share Reserve |
This reserve represents the nominal value of shares repurchased by the company from the Employee Share Trust. |
Other Reserve |
The other reserves relates to the net assets of the Employee Share Trust. |
NHC Holdings Limited (Registered number: 04682455) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
21. | PENSION COMMITMENTS |
The group operates several defined contribution pension schemes. The assets of these schemes are held separately from those of the group in independently administered funds. |
The pension cost charge represents contributions payable by the company to the fund and amounted to £7,727 (2021: £13,062). |
Outstanding contributions at the year end amounted to £1,028 (2021: £2,120). |
22. | CONTINGENT LIABILITIES |
The company has given composite cross guarantees relating to the bank borrowing of the group. These borrowings amounted to £nil at the year end. |
23. | ULTIMATE CONTROLLING PARTY |
In the opinion of the directors, the ultimate controlling party is the Board of Directors. |
24. | INVESTMENT IN OWN SHARES AND OWN SHARE RESERVE |
The group has established the Niagara Holdings Limited Employee Share Trust, a discretionary trust whose trustees are SG Kleinwort Hambros Bank (CI) Limited - Guernsey Branch. The purpose of the Trust is to hold shares in the Company for the benefit of employees. |
At 31 December 2022, the Trust held 1,447,262 (2021: 1,593,662) 2½p ordinary shares in the Company, the cost of which has been included within the own shares reserve. |
The Company has an EMI share option scheme for the benefit of employees of the Group. The Trust has waived the right to all dividends. Costs of administration of the Trust are dealt with in the profit and loss account as incurred only after these costs have been defrayed by the Trust from its own income. |
At 31 December 2022 there were outstanding options relating to 1,423,161 shares. |
Exercisable |
Optionprice (p) |
Number ofShares |
Enterprise Management Incentive Scheme | Aug 2014 to Aug 2024 | 15.0 | 389,811 |
Enterprise Management Incentive Scheme | Nov 2018 to Nov 2028 | 15.0 | 523,400 |
Enterprise Management Incentive Scheme | Dec 2021 to Dec 2031 | 15.0 | 159,950 |
Enterprise Management Incentive Scheme | Jan 2022 to Jan 2032 | 15.0 | 290,000 |
Enterprise Management Incentive Scheme | Dec 2022 to Dec 2032 | 15.0 | 60,000 |
1,423,161 |
Share options granted to directors, which are included above, are disclosed in the directors’ report. |