Registered number |
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for the period from 1 January 2019 to |
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Registered number: |
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Balance Sheet | |||||||
as at |
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Notes | 2020 | 2018 | |||||
£ | £ | ||||||
Fixed assets | |||||||
Tangible assets | 6 |
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Investments | 8 |
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Current assets | |||||||
Stocks |
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Debtors | 9 |
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Cash at bank and in hand |
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for the period from 1 January 2019 to 30 June 2020 | |||||||
Creditors: amounts falling due within one year | 10 | ( |
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Net current (liabilities)/assets | ( |
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Total assets less current liabilities |
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Creditors: amounts falling due after more than one year | 11 | ( |
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Net assets |
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Capital and reserves | |||||||
Called up share capital |
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Profit and loss account |
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Shareholder's funds |
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David Marshall | |||||||
Director | |||||||
Approved by the board on |
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Notes to the Accounts | ||||||||
for the period from 1 January 2019 to |
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1 | Company information | |||||||
Market Fresh Limited is a private company limited by shares incorporated in England and Wales. The registered office of the company is Olivers Barn, Maldon Road, Witham, Essex, CM8 3HY which is also the principal place of business of the company. The nature of the company's operations and its principal activities are set out in the Directors' Report. | ||||||||
2 | Accounting Policies | |||||||
2.1 | 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 amounts 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. This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements: |
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Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares; Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures; Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; Section 26 'Share based Payment' - Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements; Section 33 'Related Party Disclosures' - Compensation for key management personnel. The financial statements of the company are consolidated in the financial statements of Never What If Group Ltd. These consolidated financial statements are available from its registered office, Olivers Barn, Maldon Road, Witham, Essex. CM8 3HY. |
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2.2 | Going Concern | |||||||
Since the year end, the spread of COVID-19 has severely impacted many local economies around the globe. In many countries, businesses are being forced to cease or limit operations for long or indefinite periods of time. | ||||||||
The Company has been fortunate enough to be able to postpone some of its non essential contracts whilst continuing servicing others. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Governments and central banks have responded with monetary and fiscal interventions to stabilise economic conditions and the Company has utilised the furlough measures introduced by the Government. | ||||||||
In assessing the appropriateness of the going concern assumption, the directors have reviewed detailed cash flow forecasts considering reasonably foreseeable potential scenarios and uncertainties in relation to income and expenditure. Based on these forecasts, the directors have a reasonable expectation that the Company can meet its liabilities as they fall due and the directors have therefore concluded that the Covid-19 pandemic does not create a material uncertainty in relation to going concern and as such have deemed it appropriate for the financial statements to be prepared on the going concern basis. | ||||||||
for the period from 1 January 2019 to 30 June 2020 | ||||||||
2.3 | Critical Accounting judgements and estimates | |||||||
"The preparation of these financial statements requires management to make judements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The company makes estimated and assumptions concerning the future. The resulting accounting estimates will, by definition, seldon equal the related actual results. (a) Establishing useful economic lives for depreciation purposes of tangible fixed assets Long-lived assets, consisting primarily of motor vehicles and office equipment, comprise a significant portion of the total assets. The annual depreciation charge depends primarily on the estimated useful economic lives of each type of asset and estimates of residual values. The directors regularly review the useful economic lives of these assets and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset useful lives can have a significant impact on depreciation and amortisation charges for the period. Detail of the useful economic lives in included in the accounting policies. (b) Provision for doubtful debts The company makes an estimate for the recoverable value of trade and other debtors. The company uses estimates based on historical experience in determining the level of debts, which the company believes, will not be collected. These estimates include such factors as the current credit rating of the debtor, the ageing profile of debtors and historical experience. Any significant reduction in the level of customers that default on payments or other significant improvements that resulted in a reduction in the level of bad debt provision would have a positive impact on the operating results. The level of provision required is reviewed on an ongoing basis. |
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2.4 | Cash at bank and in hand | |||||||
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. | ||||||||
2.5 | 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. |
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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. |
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Classification of financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Basic financial liabilities Basic financial liabilities, including creditors, 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 payments 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. Amounts 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. |
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2.6 | Equity instruments | |||||||
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. | ||||||||
2.7 | Turnover | |||||||
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2.8 | Intangible fixed assets - goodwill | |||||||
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. |
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2.9 | Tangible fixed assets | |||||||
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Fixtures, fittings & equipment | 25% on reducing balance | |||||||
Computer equipment | 33% on cost | |||||||
Motor vehicles | 25% on reducing balance | |||||||
Investments | ||||||||
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2.10 | Impairment of fixed assets | |||||||
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. |
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If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. | ||||||||
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. | ||||||||
2.11 | Stocks | |||||||
Stocks held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential. At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. |
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2.12 | Trade and other debtors | |||||||
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. | ||||||||
2.11 | Borrowing Costs | |||||||
Borrowing costs relating to the acquisition of assets are capitalised at the appropriate rate by adding them to the cost of assets being acquired. Investment income earned on the temporary investment of specific borrowings pending their expenditure of the assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. | ||||||||
2.12 | Trade and other creditors | |||||||
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. | ||||||||
2.13 | Related parties | |||||||
For the purpose of these financial statements a party is considered to be related to the company if: | ||||||||
● the party has the ability, directly or indirectly, through one or more intermediaries to control the company or exercise significant influence over the company in making financial and operating policy decisions or has joint control over the company; | ||||||||
● the company and the party are subject to common control; | ||||||||
● the party is an associate of the company or forms part of a joint venture with the company; | ||||||||
● the party is a member of key management personnel of the company or the company's parent, or a cose family member of such an individual, or is an entity under the control, joint control or significant influence of such individuals; | ||||||||
● the party if a close family member of a party referred to above or is an entity under the control or significant influence of sch individuals; or | ||||||||
● the party is a post-employment benefit plan which is for the benefit of employees of the company or of any entity that is a related party of the company. | ||||||||
2.14 | Taxation | |||||||
Current tax | ||||||||
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Current and deferred tax assets and liabilities are not discounted. | ||||||||
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. Current and deferred tax assets and liabilities are not discounted. |
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2.15 | Foreign currency translation | |||||||
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2.16 | Leased assets | |||||||
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The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. | ||||||||
2.17 | Employee benefits | |||||||
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
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2.18 | Pensions | |||||||
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2.19 | Period of financial statements | |||||||
The financial statements are for the 18 month period ended 30th June 2020. | ||||||||
3 | Audit information | |||||||
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Senior statutory auditor: |
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Firm: |
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Date of audit report: |
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4 | Employees | 2020 | 2018 | |||||
Number | Number | |||||||
Average number of persons employed by the company |
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5 | Intangible fixed assets | £ | ||||||
Goodwill: | ||||||||
Cost | ||||||||
At 1 January 2019 |
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At 30 June 2020 |
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Amortisation | ||||||||
At 1 January 2019 |
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At 30 June 2020 |
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Net book value | ||||||||
At 30 June 2020 | - | |||||||
6 | Tangible fixed assets | |||||||
Plant & Machinery etc | ||||||||
£ | ||||||||
Cost | ||||||||
At 1 January 2019 |
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Additions |
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At 30 June 2020 |
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Depreciation | ||||||||
At 1 January 2019 |
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Charge for the period |
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At 30 June 2020 |
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Net book value | ||||||||
At 30 June 2020 |
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At 31 December 2018 |
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7 | Stocks | 2020 | 2018 | |||||
£ | £ | |||||||
Finished goods and goods for resale | 174,086 | 194,087 | ||||||
8 | Investments | |||||||
Investments in | ||||||||
subsidiary | ||||||||
undertakings | ||||||||
£ | ||||||||
Cost | ||||||||
Additions |
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At 30 June 2020 |
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9 | Trade and other debtors | 2020 | 2018 | |||||
£ | £ | |||||||
Trade debtors |
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Amounts owed by group undertakings |
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Other debtors |
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Prepayments & Accrued Income |
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968,519 | 776,516 | |||||||
Deferred tax asset | 5,339 | 5,339 | ||||||
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10 | Creditors: amounts falling due within one year | 2020 | 2018 | |||||
£ | £ | |||||||
EFG Loan |
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Obligations under finance lease and hire purchase contracts |
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Trade creditors |
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Amounts owed to group undertakings and undertakings in which the company has a participating interest |
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Taxation and social security costs |
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Other creditors |
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Bank loans are secured by fixed and floating charges over the undertaking and all property and assets present and future. | ||||||||
11 | Creditors: amounts falling due after one year | 2020 | 2018 | |||||
£ | £ | |||||||
EFG Loan | 374,249 | |||||||
CBILS Loan |
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Obligations under finance lease and hire purchase contracts |
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The CBILS loan is secured by a deed of accession executed by Propiteer Limited and Exeter Airport Hotel Trading Limited, acceding to the cross guarantee dated 25th January 2018. | ||||||||
12 | Called up share capital | 2020 | 2018 | |||||
£ | £ | |||||||
Ordinary share capital | ||||||||
Issued and fully paid | ||||||||
87 Ordinary of £1 each | 87 | 87 | ||||||
10 Ordinary A of £1 each | 10 | 10 | ||||||
2 Ordinary B of £1 each | 2 | 2 | ||||||
1 Ordinary C of £1 each | 1 |
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100 | 100 | |||||||
13 | Financial commitments, guarantees and contingent liabilities | |||||||
Guarantees have been provided as follows: | ||||||||
Limited guarantee given by DTI to Barclays Bank plc for £252,500. | ||||||||
Contingent liabilites: | ||||||||
A claim has been issued against Market Fresh Limited which is ongoing. The ongoing claim against the company is from a former Director of Trisant Foods Limited. The Directors have taken legal representation and the current assessment is that the outcome is deemed to be remote. The amount of the claim is presently unknown. | ||||||||
14 | Finance Lease Obligations | 2020 | 2018 | |||||
£ | £ | |||||||
Future minimum lease payments under finance leases: | ||||||||
Within one year | 14,426 | 14,426 | ||||||
In two to five years | 1,211 | 22,851 | ||||||
15,637 | 51,703 | |||||||
15 | Operating lease commitments | 2020 | 2018 | |||||
£ | £ | |||||||
Outstanding commitments for future minimum lease payments under non-cancellable operating leases | 26,000 | 25,000 | ||||||
15,638 | 25,000 | |||||||
16 | Related party transactions | |||||||
2020 | 2018 | |||||||
£ | £ | |||||||
Amounts due from related parties: | ||||||||
Entities with control, joint control or significant influence over the company | 145,599 | 22,988 | ||||||
Other related parties | 74,752 | 885,295 | ||||||
220,351 | 908,283 | |||||||
Remuneration of key management personnel | ||||||||
The remuneration of key management personnel is borne by other group companies. Disclosure of this remuneration is in the consolidated accounts of Never What If Group Limited. | ||||||||
17 | Directors' transactions | 2020 | 2018 | |||||
£ | £ | |||||||
Interest free loans granted by the company to its directors | 8,464 | 2,487 | ||||||
8,464 | 2,487 | |||||||
The company has entered into guarantees for its directors as follows: | ||||||||
Limited guarantee given by Mr D Marshall and Mrs N Marshall to Barclays Bank PLC for £100,000. | ||||||||
18 | Controlling party | |||||||
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19 | Events after the reporting date | |||||||
Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Governments and central banks have responded with monetary and fiscal interventions to stabilise economic conditions and the Group has utilised the furlough measures introduced by the Government. The Company has determined that these events are non-adjusting subsequent events. Accordingly, the financial position and results of operations as of and for the period ended 30 June 2020 have not been adjusted to reflect their impact. The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank responses, remains unclear at this time. We have produced financial models and based on these results, we are confident that all liabilities will be met as and when they fall due and therefore have concluded that it is appropriate for the financial statements to be prepared on the going concern basis. |