Company Registration No. 05479695 (England and Wales)
UTOPIA GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
UTOPIA GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
UTOPIA GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
Notes
£
£
£
£
Current assets
Debtors
7
1,384,061
Creditors: amounts falling due within one year
8
(3,335,462)
(3,335,462)
Net current liabilities
(1,951,401)
(3,335,462)
Capital and reserves
Called up share capital
938,407
938,407
Share premium account
236,587
236,587
Profit and loss reserves
(3,126,395)
(4,510,456)
Total equity
(1,951,401)
(3,335,462)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 11 August 2022 and are signed on its behalf by:
Mr D Conn
Director
Company Registration No. 05479695
UTOPIA GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2020
938,407
236,587
(4,510,456)
(3,335,462)
Year ended 31 December 2020:
Profit and total comprehensive income for the year
-
-
Balance at 31 December 2020
938,407
236,587
(4,510,456)
(3,335,462)
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
-
1,384,061
1,384,061
Balance at 31 December 2021
938,407
236,587
(3,126,395)
(1,951,401)
UTOPIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -
1
Accounting policies
Company information
Utopia Group Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
Utopia House, Utopia House Springvale Avenue, Springvale Business Park, Bilston, West Midlands, United Kingdom, WV14 0QL.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include
debtors
and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
UTOPIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities
Basic financial liabilities, including
creditors
, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Trade creditors
are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.3
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.4
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in
profit
or
loss
immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in
profit
or
loss
depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.5
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
profit and loss account
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
UTOPIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 5 -
1.6
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Auditor's remuneration
The auditor's remuneration has been borne by an associated group company for both the current and previous period and is not recharged.
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Total
5
Directors' remuneration
The directors are also directors of Utopia Furniture Limited, another company in the group and their emoluments are included in the financial statements of that company. The remuneration of directors is paid by the related parties and their services to the company are primarily of a non-executive nature and their emoluments are deemed to be wholly attributable to their services to the related parties. The related parties have not charged any amounts to the company in respect of their services in either the current of previous period.
UTOPIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 6 -
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2021 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office key
shares held
Direct
Indirect
Barrhead International Limited
1
Intermediate holding company
Ordinary A shares
100.00
0
Barrhead Sanitary Ware Limited
1
Non-trading
Ordinary C shares
100.00
0
Barrhead Sanitary Ware Limited
1
Non-trading
Ordinary non-voting shares
0
80.00
Barrhead Sanitary Ware Limited
1
Non-trading
Ordinary voting shares
58.00
42.00
Barrhead Sanitary Ware Limited
1
Non-trading
Redeemable preference shares
0
100.00
Dominion Plumbing Supplies Limited
2
Dormant
Ordinary shares
100.00
0
Kidsville Limited
2
Dormant
Ordinary shares
100.00
0
Leben Bathrooms Limited
2
Dormant
Ordinary A shares
0
100.00
Leben Bedrooms Limited
2
Dormant
Ordinary A shares
0
100.00
Leben Kitchens Limited
2
Dormant
Ordinary A shares
0
100.00
Utopia Bathrooms Limited
2
Dormant
Ordinary shares
100.00
0
Utopia Furniture Group Limited
2
Dormant
Ordinary A shares
100.00
0
Registered Office addresses:
1
Wright, Johnston & Mackenzie LLP, 302 St. Vincent Street, Glasgow, G2 5RZ
2
Utopia House, Springvale Avenue, Springvale Business Park, Bilston, West Midlands, WV14 0QL
Disposal of subsidiary
On 22 December 2021, the company sold its investment in Utopia Furniture Limited, a subsidiary undertaking, to the company's parent undertaking, Utopia Capital Investments Group Limited, in return for consideration of £1,384,061 of loan notes. The gain on disposal of the investment was £1,384,061 which is included within Gain on disposal of investments within the Statement of comprehensive income.
7
Debtors
2021
2020
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,384,061
UTOPIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 7 -
8
Creditors: amounts falling due within one year
2021
2020
£
£
Amounts owed to group undertakings
3,335,462
3,335,462
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
9
Deferred taxation
There were no deferred tax movements in the year.
Deferred tax is not recognised in respect of
tax
losses of
£1,074 and tax credits
of
£765
as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Colm McGrory FCA and the auditor was Ormerod Rutter Limited.
11
Financial commitments, guarantees and contingent liabilities
The company has provided a multi-lateral guarantee over all monies owed by the company and its subsidiaries to HSBC, secured by way of fixed and floating charges over the assets and undertakings of the company. At the year end, the group owed £nil (2020: £nil) to HSBC.
12
Ultimate parent company
On 22 December 2021, ownership of Utopia Group Limited was transferred to Utopia Capital Investments Group Limited, which is now considered to be the immediate and ultimate parent undertaking.
As at 31 December 2021, t
he
immediate and
ultimate parent undertaking
wa
s
Utopia Capital Investments Group Limited.