REGISTERED NUMBER: 09960914 (England and Wales) |
Fields Holdings Limited |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2022 |
REGISTERED NUMBER: 09960914 (England and Wales) |
Fields Holdings Limited |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2022 |
Fields Holdings Limited (Registered number: 09960914) |
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 | 3 |
Report of the Independent Auditors | 4 |
Consolidated Statement of Comprehensive Income | 6 |
Consolidated Balance Sheet | 7 |
Company Balance Sheet | 8 |
Consolidated Statement of Changes in Equity | 9 |
Company Statement of Changes in Equity | 10 |
Consolidated Cash Flow Statement | 11 |
Notes to the Consolidated Cash Flow Statement | 12 |
Notes to the Consolidated Financial Statements | 13 |
Fields Holdings Limited |
Company Information |
for the Year Ended 31 December 2022 |
Directors: |
Registered office: |
Registered number: |
Auditors: |
7 Neptune Court |
Vanguard Way |
Cardiff |
CF24 5PJ |
Fields Holdings Limited (Registered number: 09960914) |
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. |
The company is an investment holding company and its subsidiary undertakings operate in a range of industries including, computer forensics, online legal services, and law practices. |
Review of business |
The results of the group during 2022, show a profit on ordinary activities before tax of £332,391(2022: £653,775). The shareholders' funds of the group total £4,199,760 (2022: £4,030,527). |
The performance of the group during 2022 produced encouraging results, these are expected to continue throughout 2023. |
Strategy |
The group's success is dependent on the quality of the service it provides, along with its continued development of marketing strategies and investment in its systems. |
The group will consolidate its position and concentrate its efforts on achieving maximum growth in its existing market segments. We aim to improve efficiency in all areas of our operations through cost reduction, more disciplined advertising, and more effective service management. |
Key performance indicators |
Financial key performance indicators are as follows; |
2022 | 2021 |
£ | £ |
Turnover | 7,264,127 | 6,831,079 |
GP% | 58 | 58 |
Principal risks and uncertainties |
The key business risks and uncertainties affecting the group are considered to relate to financial risks that include the effects of changes in market prices, credit risk, and exchange rate risk. |
Future Developments |
The risks to the UK economic growth remain significant and future prospects may be influenced by developments in the Eurozone, and ongoing war in Ukraine. |
Interest rates are predicted to remain at higher levels in the short to medium term as the UK deals with its high levels of inflation. We are also expecting volatility in the currency markets. |
On behalf of the board: |
Fields Holdings Limited (Registered number: 09960914) |
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 |
The total distribution of dividends for the year ended 31 December 2022 will be £ 162,940 . |
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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
Auditors |
The auditors, Haines Watts Wales LLP, Statutory Auditors, 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 |
Fields Holdings Limited |
Opinion |
We have audited the financial statements of Fields Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Statement of 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. |
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. |
Report of the Independent Auditors to the Members of |
Fields Holdings Limited |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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: |
Our planning procedures identify the legal and regulatory frameworks applicable to the operations and financial |
statements of the company. These are reviewed internally with the audit team including relevant industry experience |
and expectations as well as externally with the client management. The key laws and regulations we considered in this context were the UK Companies Act 2006, UK GAAP (FRS 102) and relevant tax legislation. |
Once identified, we assess the risks of material misstatements in relation to the laws and regulations, irregularities, |
including fraud and adjust our testing accordingly. Our audit procedures include: |
- Discussing with Directors and management which areas of the business they believe to be more susceptible to |
fraud, and whether they have any knowledge or suspicion of fraudulent activities. |
- Discussing with Directors and management the legal and regulatory obligations of the business and whether they |
have any knowledge or suspicion of non-compliance. |
- Obtaining an understanding of the key controls put in place by the company to address risks identified, |
assessing the effectiveness of those and discussing how these are maintained and monitored internally. |
- Assessing the risk of management override and review and testing of journal entries made into the accounting |
system. |
- Challenging assumptions and judgements made by the company in relation to the significant accounting |
estimates employed in the preparation of the financial statements. |
Despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularities likely involve collusion, forgery, intentional |
misrepresentation, |
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. |
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 |
7 Neptune Court |
Vanguard Way |
Cardiff |
CF24 5PJ |
Fields Holdings Limited (Registered number: 09960914) |
Consolidated |
Statement of Comprehensive |
Income |
for the Year Ended 31 December 2022 |
2022 | 2021 |
Notes | £ | £ |
Turnover | 3 | 7,264,127 | 6,831,079 |
Cost of sales | (3,050,933 | ) | (2,849,520 | ) |
Gross profit | 4,213,194 | 3,981,559 |
Administrative expenses | (3,595,424 | ) | (3,433,230 | ) |
617,770 | 548,329 |
Other operating income | 4 | - | 24,936 |
Operating profit | 617,770 | 573,265 |
Exceptional items | 6 | (164,734 | ) | - |
453,036 | 573,265 |
Interest payable and similar expenses | 7 | (14,073 | ) | (11,943 | ) |
Profit before taxation | 8 | 438,963 | 561,322 |
Tax on profit | 10 | (106,572 | ) | 92,453 |
Profit for the financial year |
Other comprehensive income | - | - |
Total comprehensive income for the year | 332,391 | 653,775 |
Profit attributable to: |
Owners of the parent | 336,517 | 653,775 |
Non-controlling interests | (4,126 | ) | - |
332,391 | 653,775 |
Total comprehensive income attributable to: |
Owners of the parent | 336,517 | 653,775 |
Non-controlling interests | (4,126 | ) | - |
332,391 | 653,775 |
Fields Holdings Limited (Registered number: 09960914) |
Consolidated Balance Sheet |
31 December 2022 |
2022 | 2021 |
Notes | £ | £ |
Fixed assets |
Intangible assets | 13 | 1,316,861 | 1,057,746 |
Tangible assets | 14 | 205,547 | 173,247 |
Investments | 15 | - | - |
Investment property | 16 | 1,132,154 | 1,050,000 |
2,654,562 | 2,280,993 |
Current assets |
Debtors | 17 | 438,971 | 1,486,513 |
Cash at bank and in hand | 2,529,221 | 2,304,464 |
2,968,192 | 3,790,977 |
Creditors |
Amounts falling due within one year | 18 | (884,241 | ) | (1,516,250 | ) |
Net current assets | 2,083,951 | 2,274,727 |
Total assets less current liabilities | 4,738,513 | 4,555,720 |
Creditors |
Amounts falling due after more than one year |
19 |
(494,648 |
) |
(482,128 |
) |
Provisions for liabilities | 21 | (44,105 | ) | (43,283 | ) |
Net assets | 4,199,760 | 4,030,309 |
Capital and reserves |
Called up share capital | 22 | 1,000 | 1,000 |
Retained earnings | 23 | 4,202,886 | 4,029,309 |
Shareholders' funds | 4,203,886 | 4,030,309 |
Non-controlling interests | 24 | (4,126 | ) | - |
Total equity | 4,199,760 | 4,030,309 |
The financial statements were approved by the Board of Directors and authorised for issue on 22 November 2023 and were signed on its behalf by: |
K J Powell - Director |
Fields Holdings Limited (Registered number: 09960914) |
Company Balance Sheet |
31 December 2022 |
2022 | 2021 |
Notes | £ | £ |
Fixed assets |
Intangible assets | 13 |
Tangible assets | 14 |
Investments | 15 |
Investment property | 16 |
Current assets |
Debtors | 17 |
Creditors |
Amounts falling due within one year | 18 | ( |
) | ( |
) |
Net current liabilities | ( |
) | ( |
) |
Total assets less current liabilities |
Capital and reserves |
Called up share capital | 22 |
Retained earnings |
Shareholders' funds |
Company's profit for the financial year | - | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
Fields Holdings Limited (Registered number: 09960914) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Non-controlling | Total |
capital | earnings | Total | interests | equity |
£ | £ | £ | £ | £ |
Balance at 1 January 2021 | 1,000 | 3,477,534 | 3,478,534 | - | 3,478,534 |
Changes in equity |
Dividends | - | (102,000 | ) | (102,000 | ) | - | (102,000 | ) |
Total comprehensive income | - | 653,775 | 653,775 | - | 653,775 |
Balance at 31 December 2021 | 1,000 | 4,029,309 | 4,030,309 | - | 4,030,309 |
Changes in equity |
Dividends | - | (162,940 | ) | (162,940 | ) | - | (162,940 | ) |
Total comprehensive income | - | 336,517 | 336,517 | (4,126 | ) | 332,391 |
Balance at 31 December 2022 | 1,000 | 4,202,886 | 4,203,886 | (4,126 | ) | 4,199,760 |
Fields Holdings Limited (Registered number: 09960914) |
Company 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 |
Balance at 31 December 2021 |
Changes in equity |
Balance at 31 December 2022 |
Fields Holdings Limited (Registered number: 09960914) |
Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
2022 | 2021 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 1,350,172 | 318,428 |
Interest paid | (14,073 | ) | (11,943 | ) |
Tax paid | 7,788 | (92,449 | ) |
Net cash from operating activities | 1,343,887 | 214,036 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (723,765 | ) | - |
Purchase of tangible fixed assets | (89,071 | ) | (80,207 | ) |
Purchase of investment property | (82,154 | ) | - |
Sale of tangible fixed assets | - | 510,000 |
Net cash from investing activities | (894,990 | ) | 429,793 |
Cash flows from financing activities |
Capital repayments in year | (10,643 | ) | (44,749 | ) |
Amount withdrawn by directors | (50,557 | ) | - |
Equity dividends paid | (137,200 | ) | (102,000 | ) |
Dividends paid to minority interests | (25,740 | ) | - |
Net cash from financing activities | (224,140 | ) | (146,749 | ) |
Increase in cash and cash equivalents | 224,757 | 497,080 |
Cash and cash equivalents at beginning of year |
2 |
2,304,464 |
1,807,384 |
Cash and cash equivalents at end of year | 2 | 2,529,221 | 2,304,464 |
Fields Holdings Limited (Registered number: 09960914) |
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 |
2022 | 2021 |
£ | £ |
Profit before taxation | 438,963 | 561,322 |
Depreciation charges | 294,079 | 311,346 |
Loss on revaluation of fixed assets | - | 60 |
- | 9,490 |
Finance costs | 14,073 | 11,943 |
747,115 | 894,161 |
Decrease/(increase) in trade and other debtors | 1,057,939 | (915,886 | ) |
(Decrease)/increase in trade and other creditors | (454,882 | ) | 340,153 |
Cash generated from operations | 1,350,172 | 318,428 |
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 | 2,529,221 | 2,304,464 |
Year ended 31 December 2021 |
31.12.21 | 1.1.21 |
£ | £ |
Cash and cash equivalents | 2,304,464 | 1,807,384 |
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 | 2,304,464 | 224,757 | 2,529,221 |
2,304,464 | 224,757 | 2,529,221 |
Debt |
Debts falling due within 1 year | (44,749 | ) | 23,163 | (21,586 | ) |
Debts falling due after 1 year | (482,128 | ) | (12,520 | ) | (494,648 | ) |
(526,877 | ) | 10,643 | (516,234 | ) |
Total | 1,777,587 | 235,400 | 2,012,987 |
Fields Holdings Limited (Registered number: 09960914) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
1. | Statutory information |
Fields Holdings Limited is a |
2. | Accounting policies |
Basis of preparing the financial statements |
Going Concern |
The directors have assessed whether there are any material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are aufrorised for issue. In assessing whether the going concern assumption is appropriate, the directors have taken in to account all available information about the future, and conclude that the group has adequate resources to to continue in operational existence for the foreseeable future. |
The group and company therefore continues to adopt the going concern basis in preparing its financial statements. |
The group 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 requirement of paragraph 33.7. |
Basis of consolidation |
The financial statements consolidate the financial statements of Fields Holdings Limited and its Subsidiaries and all of its subsidiary undertakings. |
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the group'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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Investment property |
Investment properties are initially recognised at cost and subsequently carried at fair value, determined annually by the Directors', based on their assessment of the property's condition and value. Changes in fair values are recognised in the profit and loss account. See the note to the SOFP for the value of investment properties. |
Impairment of debtors |
The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Fields Holdings Limited (Registered number: 09960914) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | Accounting policies - continued |
Goodwill |
Goodwill is the difference between the fair value of consideration paid for an acquired entity and the aggregate of the fair value of that entity's identifiable assets and liabilities. |
Positive goodwill is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life. It is reviewed for impairment at the end of the first full financial year following the acquisition and in other years if events or changes in circumstances indicate that the carrying value may not be recoverable. |
Goodwill is being amortised over its estimated useful life of 10 years. The goodwill purchased in 2022 is being amortised over its useful economic life of 10 years, apportioned evenly from the acquisition date. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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. |
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. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Fields Holdings Limited (Registered number: 09960914) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | Accounting policies - continued |
Business combinations |
Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the company. |
At acquisition date, the company recognises goodwill as; |
-the fair value of the consideration (excluding contingent consideration) transferred;plus |
-estimated amount of contingent consideration(see below):plus |
-the fair value of the equity instrument issued: plus |
-directly attributable transaction costs;less |
-the net recognised amount (generally fair value) of he identifiable assets acquired and liabilities and contingent liabilities assumed. |
When the excess is negative, this is recognised and separately disclosed on the face of the balance sheet as negative goodwill. Consideration which is contingent on future events is recognised based on the estimated amount if the contingent consideration is probable and can be measured reliably. Any subsequent changes to the amount are treated as an adjustment to the cost of the acquisition. |
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: |
2022 | 2021 |
£ | £ |
United Kingdom | 4,707,238 | 4,284,246 |
Overseas | 2,556,889 | 2,546,833 |
7,264,127 | 6,831,079 |
4. | Other operating income |
2022 | 2021 |
£ | £ |
Government grants | - | 24,936 |
5. | Employees and directors |
2022 | 2021 |
£ | £ |
Wages and salaries | 1,078,653 | 1,607,010 |
Social security costs | 131,274 | 95,495 |
Other pension costs | 16,380 | 8,950 |
1,226,307 | 1,711,455 |
The average number of employees during the year was as follows: |
2022 | 2021 |
Administrative | 54 | 60 |
Management staff | 3 | 3 |
2022 | 2021 |
£ | £ |
Directors' remuneration | 109,200 | 24,288 |
The key management of the group are considered to be the directors. |
Fields Holdings Limited (Registered number: 09960914) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
6. | Exceptional items |
2022 | 2021 |
£ | £ |
Exceptional items | (164,734 | ) | - |
During the year £164,734 has been written off in relation to bought forward share holdings. |
7. | Interest payable and similar expenses |
2022 | 2021 |
£ | £ |
Bank loan interest | 13,539 | 11,943 |
Interest payable | 534 | - |
14,073 | 11,943 |
8. | Profit before taxation |
The profit is stated after charging/(crediting): |
2022 | 2021 |
£ | £ |
Depreciation - owned assets | 56,771 | 44,241 |
Goodwill amortisation | 237,307 | - |
Foreign exchange differences | 6,130 | (3,743 | ) |
9. | Auditors' remuneration |
2022 | 2021 |
£ | £ |
Fees payable to the company's auditors for the audit of the company's financial statements |
17,000 |
16,550 |
Other non- audit services | 2,900 | 2,950 |
10. | Taxation |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the profit for the year was as follows: |
2022 | 2021 |
£ | £ |
Current tax: |
UK corporation tax | 106,572 | (92,453 | ) |
Tax on profit | 106,572 | (92,453 | ) |
Fields Holdings Limited (Registered number: 09960914) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
10. | Taxation - continued |
Reconciliation of total tax charge/(credit) included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2022 | 2021 |
£ | £ |
Profit before tax | 438,963 | 561,322 |
Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2021 - 19 %) |
83,403 |
106,651 |
Effects of: |
Expenses not deductible for tax purposes | 2,738 | 5,248 |
Capital allowances in excess of depreciation | (10,486 | ) | (10,478 | ) |
Research and development | - | (121,591 | ) |
Overseas tax legislation | - | (3,327 | ) |
Deferred tax | - | (45,243 | ) |
Fair value adjustment | - | (24,607 | ) |
Overseas tax | - | 894 |
Pre-acquisition trade | 30,917 | - |
Total tax charge/(credit) | 106,572 | (92,453 | ) |
11. | Individual statement of comprehensive income |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
12. | Dividends |
2022 | 2021 |
£ | £ |
Ordinary shares of £1 each |
Interim | 162,940 | 102,000 |
13. | Intangible fixed assets |
Group |
Development |
Goodwill | costs | Totals |
£ | £ | £ |
Cost |
At 1 January 2022 | 2,644,366 | 20,000 | 2,664,366 |
Additions | 723,765 | - | 723,765 |
Impairments | (227,343 | ) | - | (227,343 | ) |
At 31 December 2022 | 3,140,788 | 20,000 | 3,160,788 |
Amortisation |
At 1 January 2022 | 1,586,620 | 20,000 | 1,606,620 |
Amortisation for year | 237,307 | - | 237,307 |
At 31 December 2022 | 1,823,927 | 20,000 | 1,843,927 |
Net book value |
At 31 December 2022 | 1,316,861 | - | 1,316,861 |
At 31 December 2021 | 1,057,746 | - | 1,057,746 |
Fields Holdings Limited (Registered number: 09960914) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
14. | Tangible fixed assets |
Group |
Fixtures |
and | Motor | Computer |
fittings | vehicles | equipment | Totals |
£ | £ | £ | £ |
Cost |
At 1 January 2022 | 19,136 | 87,929 | 535,061 | 642,126 |
Additions | 32,830 | - | 56,241 | 89,071 |
At 31 December 2022 | 51,966 | 87,929 | 591,302 | 731,197 |
Depreciation |
At 1 January 2022 | 15,822 | 19,656 | 433,401 | 468,879 |
Charge for year | 7,508 | 4,870 | 44,393 | 56,771 |
At 31 December 2022 | 23,330 | 24,526 | 477,794 | 525,650 |
Net book value |
At 31 December 2022 | 28,636 | 63,403 | 113,508 | 205,547 |
At 31 December 2021 | 3,314 | 68,273 | 101,660 | 173,247 |
15. | Fixed asset investments |
Company |
Shares in |
group |
undertaking |
£ |
Cost |
At 1 January 2022 |
and 31 December 2022 |
Net book value |
At 31 December 2022 |
At 31 December 2021 |
Details of the investments in which the parent company has an interest of 20% or more are as follows; |
Subsidiary | Class of share | Percentage held % |
Fields Group Limited | Ordinary | 99.9 |
Fields Associates Limited | Ordinary | 99.9 |
Fields Asset Management Limited (dormant) | Ordinary | 99.9 |
Quickie Divorce Limited | Ordinary | 99.9 |
UK Digital Solutions Limited | Ordinary | 99.9 |
Fields Analytic Co., Ltd | Ordinary | 99.9 |
Endeavour Law Limited - aquired 1 August 2022 | Ordinary | 75 |
Fields Holdings Limited (Registered number: 09960914) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
16. | Investment property |
Group |
Total |
£ |
Fair value |
At 1 January 2022 | 1,050,000 |
Additions | 82,154 |
At 31 December 2022 | 1,132,154 |
Net book value |
At 31 December 2022 | 1,132,154 |
At 31 December 2021 | 1,050,000 |
The investment properties brought forward were valued on 1 April 2022 by Lambert Smith Hampton, a Member of the Royal Institute of Chartered Surveyors. The market value was £1,050,000, the Directors assess this to be the fair value at the year end. Additions in the year are at market value as assessed by the Directors at the year end. |
17. | Debtors: amounts falling due within one year |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£ | £ | £ | £ |
Trade debtors | 16,904 | 83,174 |
Amounts owed by participating interests | - | 188,725 | - | - |
Other debtors | 345,249 | 1,119,043 |
Directors' current accounts | 11,297 | - | - | - |
Prepayments | 65,521 | 95,571 |
438,971 | 1,486,513 |
18. | Creditors: amounts falling due within one year |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 20) | 21,586 | 44,749 |
Trade creditors | 243,111 | 188,067 |
Amounts owed to group undertakings | - | - |
Tax | 142,087 | 28,548 |
Social security and other taxes | 219,665 | 259,396 |
Other creditors | 88,251 | 167,049 |
Directors' current accounts | - | 39,260 | - | - |
Accrued expenses | 169,541 | 789,181 |
884,241 | 1,516,250 |
19. | Creditors: amounts falling due after more than one year |
Group |
2022 | 2021 |
£ | £ |
Bank loans (see note 20) | 494,648 | 482,128 |
Fields Holdings Limited (Registered number: 09960914) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
20. | Loans |
An analysis of the maturity of loans is given below: |
Group |
2022 | 2021 |
£ | £ |
Amounts falling due within one year or on | demand: |
Bank loans | 21,586 | 44,749 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | 494,648 | 482,128 |
21. | Provisions for liabilities |
Group |
2022 | 2021 |
£ | £ |
Deferred tax | 44,105 | 43,283 |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2022 | 43,283 |
Acquired through subsidiary | 822 |
Balance at 31 December 2022 | 44,105 |
22. | Called up share capital |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
Ordinary | £1 | 1,000 | 1,000 |
23. | Reserves |
Group |
Retained |
earnings |
£ |
At 1 January 2022 | 4,029,309 |
Profit for the year | 336,517 |
Dividends | (162,940 | ) |
At 31 December 2022 | 4,202,886 |
24. | Non-controlling interests |
Losses relating to Minority Interest in Endeavour Law Limited during the year were £4,126. |
During the year dividends of £25,740 were paid to the minority interest. |
As at 31 December 2022 net assets in relation to Minority Interests were £32,567. |