REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 31 December 2022 |
for |
Stovax Group Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 31 December 2022 |
for |
Stovax Group Limited |
Stovax Group Limited (Registered number: 07127090) |
Contents of the Financial Statements |
for the Year Ended 31 December 2022 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 5 |
Statement of Comprehensive Income | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
Stovax Group Limited |
Company Information |
for the Year Ended 31 December 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & |
Statutory Auditors |
3rd Floor |
56 Wellington Street |
Leeds |
West Yorkshire |
LS1 2EE |
BANKERS: |
London Branch |
75 King William Street |
London |
EC4N 7DT |
Stovax Group Limited (Registered number: 07127090) |
Strategic Report |
for the Year Ended 31 December 2022 |
The directors present their strategic report for the year ended 31 December 2022. |
PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS DEVELOPMENTS |
Stovax Group Limited's principal activity is the holding of investments in subsidiaries whose principal business activities during the year were the manufacture and distribution of domestic heating products, including stoves, fireplaces, chimney systems, gas and electric fuel-effect fires and associated accessories. |
Details of the trading performance are outlined in the individual accounts of the subsidiaries and in those of Stovax Heating Group Limited, the company's parent undertaking. |
SUBSEQUENT EVENTS AND FUTURE DEVELOPMENTS |
The directors envisage that the next year will be one of further controlled expansion across both trading companies, principally in export markets. The directors also believe that the economic uncertainties over the next financial year may lead to modest overall growth in the domestic market and there will be a continuing emphasis on export-led growth. |
The company has also completed the construction of a premises at the Skypark development in Exeter. This will have the aim of consolidating all existing premises into one new location with a footprint of nearly 200,000 sq. ft. and is planned to be relocated into the facility in early 2023. |
KEY FINANCIAL PERFORMANCE INDICATORS |
The directors do not use KPIs in measuring the performance of the company, as the trading performance of its subsidiaries are outlined in the individual accounts of the subsidiaries and in those of Stovax Heating Group Limited. |
NON-FINANCIAL KEY FINANCIAL PERFORMANCE INDICATORS |
The group had nil health and safety incidents reportable to the Health and Safety Executive, under the RIDDOR regulations in the year (Year ended 31 December 2021: Two). Details of the criteria are given here - http://www.hse.gov.uk/riddor/reportable-incidents.htm |
PRINCIPAL RISKS AND UNCERTAINTIES |
The main risk to the company is an impairment in the value of its subsidiaries. The key business risks affecting the companies are considered to be:- |
- fire (or other similar sudden unforeseen events) leading to a reduction in production capacity and product availability; |
- the impact of significant exchange rate fluctuations on export sales and component purchases; |
- overall market and economic conditions; and |
- the volatility of commodity-based raw material prices. |
The company mitigates these risks in a number of ways, via the influence of its directors on the boards of its subsidiaries, including use of disaster recovery plans covering potential disruptions to its subsidiaries' businesses, the maintenance of strategic stocks of key components, the specific identification of alternate suppliers and the use of relevant financial instruments. |
Stovax Group Limited (Registered number: 07127090) |
Strategic Report |
for the Year Ended 31 December 2022 |
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES |
The company's subsidiaries operations expose it to a variety of financial risks that include the effects of credit risk and exchange rate risk. |
The company's subsidiaries monitor and take action in each of these areas as follows: |
Credit risk |
The company's subsidiaries have implemented policies that require appropriate credit checks on potential customers before sales are made. In addition, credit checks are made annually on those customers who are deemed to be a significant credit risk to the company. The Group also monitors all court judgements made against its customers and makes appropriate adjustments in the light of this information. |
Exchange rate risk |
The company monitors its exposures in the foreign currencies in which its subsidiaries regularly transact. In order to protect against excessive fluctuations, the company will ensure that its subsidiaries take out financial instruments to restrict these risks where considered appropriate by the Board. |
Foreign exchange transactions |
There were no material transactions outstanding at the end of the financial year. |
ON BEHALF OF THE BOARD: |
Director |
27 April 2023 |
Stovax Group Limited (Registered number: 07127090) |
Report of the Directors |
for the Year Ended 31 December 2022 |
The directors present their report with the financial statements of the company for the year ended 31 December 2022. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 December 2022 will be £ |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
DISCLOSURE IN THE STRATEGIC REPORT |
Disclosures with regard to review of the business, principal risks and uncertainties, key performance indicators and future plans are included in the strategic report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Haines Watts, 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 |
Stovax Group Limited |
Opinion |
We have audited the financial statements of Stovax Group Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2022 and of its 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 company 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 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 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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. |
Report of the Independent Auditors to the Members of |
Stovax Group Limited |
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 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 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: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with directors and other management; and from our commercial knowledge and experience of the sector |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
- we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit |
We assessed the susceptibility of the company's financial statements to misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and |
- understanding the design of the company's remuneration policies. |
To address the risk of fraud, including any impact of revenue recognition, through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 4 were indicative of potential bias; and |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosure to underlying supporting documentation; |
- reviewing correspondence with HMRC and relevant regulators. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
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 |
Stovax Group 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 |
Chartered Accountants & |
Statutory Auditors |
3rd Floor |
56 Wellington Street |
Leeds |
West Yorkshire |
LS1 2EE |
Stovax Group Limited (Registered number: 07127090) |
Statement of Comprehensive Income |
for the Year Ended 31 December 2022 |
2022 | 2021 |
Notes | £ | £ |
TURNOVER |
OPERATING PROFIT |
Income from shares in group undertakings |
PROFIT BEFORE TAXATION |
Tax on profit | 6 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Stovax Group Limited (Registered number: 07127090) |
Balance Sheet |
31 December 2022 |
2022 | 2021 |
Notes | £ | £ |
FIXED ASSETS |
Investments | 8 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Retained earnings | 10 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Stovax Group Limited (Registered number: 07127090) |
Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2021 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2022 |
Stovax Group Limited (Registered number: 07127090) |
Notes to the Financial Statements |
for the Year Ended 31 December 2022 |
1. | STATUTORY INFORMATION |
Stovax Group Limited is a |
2. | STATEMENT OF COMPLIANCE |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption 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. |
Preparation of consolidated financial statements |
The financial statements contain information about Stovax Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, NIBE Industrier AB, Jarnvagsgatan 40, 285 37 Markayd, Sverige, Sweden. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
There are not considered to be any criticial accounting judgements or key sources of estimation uncertainty in the preparation of these financial statements. |
5. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2022 nor for the year ended 31 December 2021. |
The average number of employees during the year was as follows: |
2022 | 2021 |
Directors |
The directors of the company are remunerated by Stovax Heating Group Limited, its current UK parent company. |
Given the level of activity in the company, the amount attributable to management of its affairs by these directors is immaterial and accordingly no apportionment has been made. The total remuneration of these directors is disclosed in the accounts of Stovax Heating Group Limited. |
Stovax Group Limited (Registered number: 07127090) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
6. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2022 nor for the year ended 31 December 2021. |
7. | DIVIDENDS |
2022 | 2021 |
£ | £ |
Dividend paid £25.14 (2021: £25.14) per ordinary share | 5,000,000 | 5,000,000 |
8. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2022 |
and 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Stovax and Gazco, 3 Spitfire Avenue, Clyst Honiton, Exeter, England, EX5 2FR |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Stovax and Gazco, 3 Spitfire Avenue, Clyst Honiton, Exeter, England, EX5 2FR |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Stovax and Gazco, 3 Spitfire Avenue, Clyst Honiton, Exeter, England, EX5 2FR |
Nature of business: |
% |
Class of shares: | holding |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
Ordinary A shares | 0.50 | - | - |
Ordinary B shares | 0.50 | - | - |
Ordinary shares | 0.50 | 198,900 | 198,900 |
198,900 | 198,900 |
Stovax Group Limited (Registered number: 07127090) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
9. | CALLED UP SHARE CAPITAL - continued |
The classification of shares of A and B ordinary shares is for administration reasons, there is no difference in the rights attaching to the categories of share. The A and B ordinary shares have been redesignated as Ordinary shares. |
10. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2022 |
Profit for the year |
Dividends | ( |
) |
At 31 December 2022 |
11. | ULTIMATE CONTROLLING PARTY |
The only UK group of which the company is a member of is Stovax Heating Group Limited, a company registered in England and Wales at the same address as this Company. |
NIBE Industrier AB, whose address is Järnvägsgatan 40, 285 37 Markaryd, Sverige, a company registered in Sweden, is the controlling party and ultimate parent company. Consolidated accounts including Stovax Group Limited are prepared by NIBE Industrier AB and available from the same address. |