Registration number:
Holywells Holdings Limited
for the Year Ended 31 December 2019
Holywells Holdings Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Analysis of changes in net debt |
|
Notes to the Financial Statements |
Holywells Holdings Limited
Company Information
Directors |
Mr Gavin William Pooley Mr Matthew James Pooley Mrs Jodie Pooley Mrs Janyce Pooley Mrs Chloe Pooley Mr Angus Frederick Pooley Mr Philip John Pooley Mrs Elizabeth Anne Pooley |
Registered office |
|
Auditors |
|
Page 1 |
Holywells Holdings Limited
Strategic Report for the Year Ended 31 December 2019
The directors present their strategic report for the year ended 31 December 2019.
Principal activity
The principal activity of the company is activities of a holding company.
The principal activity of the group is the hire and sale of coffee and water dispensing machines and associated consumable items.
Fair review of the business
During the year, turnover increased by £1,488,867 to £15,206,219 and gross profit increased by £364,789 to £5,360,247.
Administrative expenses increased by £367,643 to £3,900,248 largely as a result of increased headcount to support the increased activity.
Profit before tax increased by £96,876 to £1,469,838.
At the year end the group had shareholders’ funds of £3,833,490 (2018: £2,784,135) including distributable profits of £2,307,064. The directors therefore believe the company’s position to be strong with current assets exceeding current liabilities by £1,755,650 and despite the challenges caused by the Covid-19 pandemic the directors consider that the business is in a good position to achieve its strategic aims in the coming years.
It should be noted that the prior period ending 31 December 2018 was a 15 month accounting period, and therefore these movements are not a fair reflection of the performance of the business.
The company's key financial performance indicators during the year were as follows:
Unit |
2019 |
2018 |
|
Turnover |
£ |
15,206,219 |
13,717,352 |
Gross profit margin |
% |
35 |
36 |
Profit before tax margin |
% |
10 |
10 |
Page 2 |
Holywells Holdings Limited
Strategic Report for the Year Ended 31 December 2019
Principal risks and uncertainties
The recent and ongoing COVID-19 pandemic is having a significant social and economic impact on the world’s economies including the UK. As a group we have reacted positively to this challenge. We have been able to react quickly utilising existing technology so that office staff have been able to work effectively from home during the lockdown period.
During this time there has been a significant impact on some of the groups revenue streams. However, the rental component of turnover was largely maintained during this period and other sales revenue is recovering. In addition, Liquidline has implemented cost management measures, drawn on the support of the government furlough (JRS) scheme and diversified into return to work sanitation products. Cash reserves have been protected and marketing activity has been maintained throughout the lockdown. These actions have mitigated the impact of the crisis. We expect that with the easing of lockdown sales will return to pre-crisis levels over 6-9 months.
The group imports a large part of its product range from Europe and it is not clear how this will be affected by Britain leaving the European Union due to the uncertainty surrounding future trading relationships between the UK and the EU. This is mitigated by holding stock of the affected products sufficient to maintain supplies to customers through any period of disruption. Exchange rate risk has been reduced where appropriate by using forward exchange contracts.
Exports to the EU are minimal and this is not considered a significant risk.
Approved by the
.........................................
Director
Page 3 |
Holywells Holdings Limited
Directors' Report for the Year Ended 31 December 2019
The directors present their report and the for the year ended 31 December 2019.
Directors of the group
The directors who held office during the year were as follows:
Dividends
Since the year end the company has declared dividends of £10,000.
Results and dividends
The profit for the year, after taxation, amounted to £1,375,441 (2018 - £1,054,072). Dividends of £326,087 (2018 - £259,539) were recommended and have been paid.
Financial instruments
The company makes use of operational current and reserve bank accounts, trade debtors, trade creditors and hire purchase and lease arrangements. Credit risk due to exposure to trade debtors is minimised by using appropriate credit checks, controls and policy. The company finances its operations through retained profits. Exchange rate risk has been reduced where appropriate by using forward exchange contracts.
The management’s objectives are to retain sufficient liquid funds to enable it to meet its day to day obligations as they fall due while maximising returns on surplus funds; and minimise the company’s exposure to fluctuating interest rates when seeking new borrowings. Where appropriate funds are invested in sterling treasury deposit accounts. There is therefore no price risk exposure.
Future developments
The directors believe the group will continue to trade successfully in the foreseeable future.
Research and development
The company undertakes research and development activity to develop and enhance both systems and products.
Post balance sheet events
In February 2020 Liquidline Ltd, a subsidiary to the group, acquired the business of Caffe Picco which has strengthened our customer base and fitted well into the existing business model. An estimate of the financial effect of this event cannot be made.
In March 2020 the effect of the COVID-19 pandemic and consequent UK lockdown started to have an impact on the business. The group has reacted promptly and positively to this challenge with the result that the effect on the business has been mitigated. We expect that with the easing of lockdown sales will return to pre-crisis levels over 6-9 months. An estimate of the financial effect of this event cannot be made.
Page 4 |
Holywells Holdings Limited
Directors' Report for the Year Ended 31 December 2019
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
.........................................
Director
Page 5 |
Holywells Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report 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 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.
Page 6 |
Holywells Holdings Limited
Independent Auditor's Report to the Members of Holywells Holdings Limited
Opinion
We have audited the financial statements of Holywells Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2019, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 December 2019 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 Auditor’s 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 Financial Reporting Council'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.
Other matter – prior year financial statements unaudited
The group and parent company were not required to have a statutory audit for the period ended 31 December 2018 as they were entitled to exemption from the provision of the Companies Act 2006 relating to the audit of the financial statements for the period by virtue of Section 477 and no member or members requested an audit pursuant to Section 476 of the Act. Accordingly, the corresponding figures for the period ended 31 December 2018 are unaudited.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
• |
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or |
• |
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group’s or the parent company’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 authorised for issue. |
Page 7 |
Holywells Holdings Limited
Independent Auditor's Report to the Members of Holywells Holdings Limited
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• |
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• |
the parent company financial statements are not in agreement with the accounting records and returns; or |
• |
certain disclosures of directors’ remuneration specified by law are not made; or |
• |
we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the statement of directors responsibilities, 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 is 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.
Page 8 |
Holywells Holdings Limited
Independent Auditor's Report to the Members of Holywells Holdings Limited
Auditor’s 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 an auditor’s report 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.
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 auditor's report.
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 an auditor’s report 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
Page 9 |
Holywells Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2019
Note |
Year ended |
(As restated) |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
(37,498) |
(106,004) |
||
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
The group has no recognised gains or losses for the year other than the results above.
Page 10 |
Holywells Holdings Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2019
2019 |
(As restated) |
|
Profit for the year |
|
|
Total comprehensive income for the year |
|
|
Total comprehensive income attributable to: |
||
Owners of the company |
|
|
Page 11 |
Holywells Holdings Limited
(Registration number: 10394479)
Consolidated Balance Sheet as at 31 December 2019
Note |
2019 |
(As restated) |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
600 |
600 |
|
Share premium reserve |
1,525,826 |
1,525,826 |
|
Profit and loss account |
2,307,064 |
1,257,709 |
|
Equity attributable to owners of the company |
3,833,490 |
2,784,135 |
|
Shareholders' funds |
3,833,490 |
2,784,135 |
Approved and authorised by the
.........................................
Director
Page 12 |
Holywells Holdings Limited
(Registration number: 10394479)
Company Balance Sheet as at 31 December 2019
Note |
2019 |
2018 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
600 |
600 |
|
Share premium reserve |
1,525,826 |
1,525,826 |
|
Profit and loss account |
1,034,484 |
646,928 |
|
Shareholders' funds |
2,560,910 |
2,173,354 |
The company made a profit after tax for the financial year of £713,643 (2018 - profit of £908,504).
Approved and authorised by the
.........................................
Director
Page 13 |
Holywells Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2019
Equity attributable to the parent company
Share capital |
Share premium |
Profit and loss account |
Total |
Total equity |
|
At 1 January 2019 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
( |
At 31 December 2019 |
|
|
|
|
|
Share capital |
Share premium |
Profit and loss account |
Total |
Total equity |
|
At 1 October 2017 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
( |
At 31 December 2018 |
600 |
1,525,826 |
1,257,709 |
2,784,135 |
2,784,135 |
Page 14 |
Holywells Holdings Limited
Company Statement of Changes in Equity for the Year Ended 31 December 2019
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 January 2019 |
|
|
|
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 31 December 2019 |
|
|
|
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 October 2017 |
|
|
( |
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 31 December 2018 |
600 |
1,525,826 |
646,928 |
2,173,354 |
Page 15 |
Holywells Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2019
Note |
2019 |
(As restated) |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Loss on disposal of tangible assets |
|
|
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Corporation tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Increase in stocks |
( |
( |
|
Increase in debtors |
( |
( |
|
Increase/(decrease) in creditors |
|
( |
|
Increase in provisions |
|
|
|
Cash generated from operations |
|
|
|
Corporation tax paid |
( |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
|
|
Acquisition of intangible assets |
( |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Payments to finance lease creditors |
( |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
( |
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
Cash and cash equivalents at 31 December |
978,677 |
857,848 |
Page 16 |
Holywells Holdings Limited
Analysis of changes in net debt for the Year Ended 31 December 2019
Group
At 1 January 2019 |
Financing cash flows |
New finance leases |
At 31 December 2019 |
|
Cash and cash equivalents |
||||
Cash |
857,848 |
(260,331) |
381,160 |
978,677 |
Borrowings |
||||
Long term borrowings |
(137,587) |
91,605 |
(168,404) |
(214,386) |
Short term borrowings |
(137,097) |
137,097 |
(212,756) |
(212,756) |
(274,684) |
228,702 |
(381,160) |
(427,142) |
|
|
( |
- |
|
Page 17 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
Principal activity
The principal activity of the company is activities of a holding company.
The principal activity of the group is the hire and sale of coffee and water dispensing machines and associated consumable items.
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Financial reporting standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• |
the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv); |
• |
the requirements of Section 7 Statement of Cash Flows; |
• |
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); |
• |
the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• |
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; |
• |
the requirements of Section 33 Related Party Disclosures paragraph 33.7. |
Page 18 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2019.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The directors have considered the Group‘s position at the time of signing the financial statements, and in particular the current issues caused by the Covid-19 pandemic and its potential impact on the group and the wider economy. The directors have produced revised forecasts for the remainder of the 2020 financial year and medium term. The directors have considered the current financial position of the company together with the range of measure the directors can take to mitigate ongoing costs should they need to. Based on this, the directors have concluded that they have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future, and at least twelve months from the date of signing these financial statements, they therefore continue to adopt the going concern basis of accounting in preparing these financial statements.
Restatement of comparatives
Page 19 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Foreign currency translation
Functional and presentation currency
The Company's functional and presentational currency is Sterling (£).
Transactions and balances
dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items
measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at
period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of income and retained earnings.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of income and retained earnings within 'administration expenses'.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on tax losses not yet used and on temporary differences where it is probable that there will be taxable revenue against which these can be offset. The main component for deferred tax for the group is fixed asset timing differences.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Page 20 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Asset class |
Depreciation method and rate |
Plant and machinery |
25% reducing balance |
Office equipment |
25% reducing balance |
Motor vehicles |
25% reducing balance/straight line |
Property improvements |
25% straight line |
Hire stock |
33% straight line/reducing balance |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
20% straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Page 21 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Inventories
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Page 22 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If
contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Research and development
Research and development expenditure is charged to the Statement of income and retained earnings when it is incurred.
Judgements in applying accounting policies and key sources of estimation uncertainty |
The directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and judgements are continually evaluated and are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The judgements, estimates and assumptions which have significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are addressed below:
• |
Tangible fixed assets are recognised at cost, less accumulated depreciation. Depreciation is charged over the estimated useful life of the asset to it's estimated residual value. |
• |
Intangible fixed assets are recognised at cost, less accumulated amortisation. Amortisation is charged over the estimated useful life of the asset to it's estimated residual value. |
• |
The recoverability of trade debtors is considered on a regular basis. When calculating any debtor provisions, the directors consider the age of the debts and the financial position of the customer. |
• |
The estimated selling prices of stock are considered on a regular basis. When calculating any stock provision, the directors consider the age of the stock and the current trend in product sales. |
• |
A provision for warranty costs based on the expected number of warranty call outs per machine sold or leased. |
Revenue |
The analysis of the group's revenue for the year from continuing operations is as follows:
2019 |
2018 |
|
Sale of goods |
|
|
Leasing of equipment |
|
|
|
|
Page 23 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
The analysis of the group's turnover for the year by market is as follows:
2019 |
2018 |
|
UK |
|
|
Europe |
|
- |
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2019 |
2018 |
|
Miscellaneous other operating income |
|
|
Operating profit |
Arrived at after charging/(crediting)
2019 |
2018 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Operating lease expense - plant and machinery |
|
|
Loss on disposal of property, plant and equipment |
|
|
Auditors' remuneration |
2019 |
2018 |
|
Audit of these financial statements |
1,500 |
- |
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
9,500 |
- |
|
- |
Page 24 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Other interest receivable and similar income |
2019 |
2018 |
|
Other finance income |
|
|
Interest payable and similar expenses |
2019 |
2018 |
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Interest expense on other finance liabilities |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2019 |
(As restated) |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2019 |
2018 |
|
Administration and support |
|
|
Research and development |
|
|
Sales |
|
|
Marketing |
|
|
Distribution |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2019 |
2018 |
|
Remuneration |
|
|
Page 25 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Taxation |
Tax charged/(credited) in the income statement
2019 |
2018 |
|
Current taxation |
||
UK corporation tax |
|
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2018 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2019 |
(As restated) |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of revenues exempt from taxation |
- |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Effect of tax losses |
|
- |
Deferred tax expense from unrecognised tax loss or credit |
|
- |
Tax (decrease)/increase from effect of capital allowances and depreciation |
( |
|
Tax (decrease)/increase arising from group relief |
( |
|
Tax decrease from effect of adjustment in research and development tax credit |
( |
( |
Other tax effects for reconciliation between accounting profit and tax expense (income) |
- |
|
Total tax charge |
|
|
Page 26 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
At 1 January 2019 |
|
|
Additions acquired separately |
|
|
At 31 December 2019 |
|
|
Amortisation |
||
At 1 January 2019 |
|
|
Amortisation charge |
|
|
At 31 December 2019 |
|
|
Carrying amount |
||
At 31 December 2019 |
|
|
At 31 December 2018 |
|
|
Page 27 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Tangible assets |
Group
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Hire stock |
Total |
|
Cost or valuation |
|||||
At 1 January 2019 |
|
|
|
|
|
Additions |
|
|
|
|
|
Disposals |
- |
( |
( |
- |
( |
At 31 December 2019 |
|
|
|
|
|
Depreciation |
|||||
At 1 January 2019 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
( |
( |
- |
( |
At 31 December 2019 |
|
|
|
|
|
Carrying amount |
|||||
At 31 December 2019 |
|
|
|
|
|
At 31 December 2018 |
|
|
|
|
|
Included within the net book value of land and buildings above is £593,507 (2018 - £592,759) in respect of freehold land and buildings.
Page 28 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2019 |
2018 |
|
Motor vehicles |
520,411 |
264,436 |
Assets held for use in operating leases
The net carrying amount of tangible assets includes £1,890,308 (2018: £1,114,701) assets held for use in operating leases.
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
||||
2019 |
2018 |
||||||
Subsidiary undertakings |
|||||||
|
11 Holywells Close, Ipswich, IP3 0AW |
|
|
|
|||
England & Wales |
|||||||
|
11 Holywells Close, Ipswich, IP3 0AW |
|
|
|
|||
England & Wales |
Company
2019 |
2018 |
|
Investments in subsidiaries |
|
|
Page 29 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2019 |
|
Additions |
|
At 31 December 2019 |
|
Provision |
|
Carrying amount |
|
At 31 December 2019 |
|
At 31 December 2018 |
|
Stocks |
Group |
Company |
|||
2019 |
2018 |
2019 |
2018 |
|
Other inventories |
|
|
- |
- |
Debtors |
Group |
Company |
|||
2019 |
(As restated) |
2019 |
2018 |
|
Trade debtors |
|
|
- |
- |
Amounts owed by related parties and group undertakings |
- |
|
|
|
Other debtors |
|
|
- |
- |
Prepayments |
|
|
- |
- |
|
|
|
|
Cash and cash equivalents |
Group |
Company |
|||
2019 |
2018 |
2019 |
2018 |
|
Cash on hand |
- |
|
- |
- |
Cash at bank |
|
|
|
|
|
|
|
|
Page 30 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Creditors |
Group |
Company |
||||
Note |
2019 |
(As restated) |
2019 |
2018 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
- |
- |
|
Trade creditors |
|
|
- |
- |
|
Amounts due to related parties |
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
Other payables |
|
|
|
- |
|
Accruals |
|
|
|
|
|
Income tax liability |
- |
251,373 |
- |
- |
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
- |
- |
Provisions for liabilities |
Group
Warranties |
Deferred tax |
Other provisions |
Total |
|
At 1 January 2019 |
|
- |
- |
|
Additional provisions |
- |
|
|
|
Increase (decrease) in existing provisions |
|
- |
- |
|
At 31 December 2019 |
|
|
|
|
The company accrues for warranty costs based on the expected number of warranty call outs per machine sold or leased. This provision has been reclassified from creditors to provisions during the year as the directors consider this to be the correct treatment.
Other provisions comprises of a provision for dilapidations. The company accrues for dilapidation costs based on the estimated costs to be incurred at the end of property leases.
Deferred tax is recognised on tax losses not yet used and temporary differences where it is probable that there will be taxable revenue against which these can be offset. The main component for deferred tax for the company is fixed asset timing differences.
Page 31 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to
£
Contributions totalling
£
Share capital |
Allotted, called up and fully paid shares
2019 |
2018 |
|||
No. |
£ |
No. |
£ |
|
Ordinary A of £1 each of £1 each |
30 |
30 |
30 |
30 |
Ordinary B of £1 each of £1 each |
30 |
30 |
30 |
30 |
Ordinary C of £1 each of £1 each |
120 |
120 |
120 |
120 |
Ordinary D of £1 each of £1 each |
90 |
90 |
90 |
90 |
Ordinary E of £1 each of £1 each |
90 |
90 |
90 |
90 |
Ordinary F of £1 each of £1 each |
90 |
90 |
90 |
90 |
Ordinary G of £1 each of £1 each |
120 |
120 |
120 |
120 |
Ordinary H of £1 each of £1 each |
30 |
30 |
30 |
30 |
|
|
|
|
Share capital represents the nominal value of shares issued. Shares carry voting rights and an entitlement to dividends.
Reserves |
Profit and loss account
Includes all current and prior year retained profits and losses net of dividends.
Loans and borrowings |
Group |
Company |
|||
2019 |
2018 |
2019 |
2018 |
|
Non-current loans and borrowings |
||||
HP and finance lease liabilities |
214,387 |
137,587 |
- |
- |
Page 32 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Group |
Company |
|||
2019 |
2018 |
2019 |
2018 |
|
Current loans and borrowings |
||||
HP and finance lease liabilities |
212,756 |
137,097 |
- |
- |
Loans and borrowings are secured against the assets to which they relate.
Dividends |
Interim dividends paid
2019 |
2018 |
|||
Interim dividend of 974 (2018 - 388) per each Ordinary A £1 shares |
29,229 |
11,627 |
||
Interim dividend of 974 (2018 - 388) per each Ordinary B £1 shares |
29,229 |
11,627 |
||
Interim dividend of 428 (2018 - 347) per each Ordinary C £1 shares |
51,366 |
41,596 |
||
Interim dividend of 571 (2018 - 462) per each Ordinary D £1 shares |
51,366 |
41,596 |
||
Interim dividend of 460 (2018 - 297) per each Ordinary E £1 shares |
41,366 |
26,734 |
||
Interim dividend of 460 (2018 - 297) per each Ordinary F £1 shares |
41,366 |
26,734 |
||
Interim dividend of 342 (2018 - 434) per each Ordinary G £1 shares |
41,083 |
53,277 |
||
Interim dividend of 1,369 (2018 - 1,545) per each Ordinary H £1 shares |
41,083 |
46,350 |
||
|
|
Operating leases |
The total future minimum lease payments under non-cancellable operating leases are as follows:
2019 |
2018 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Page 33 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Related party transactions |
Group
Key management personnel
The directors consider themselves to make up the key management personnel of the company and details of directors remuneration is disclosed on note 11.
Transactions with group companies
Under FRS 102 paragraph 33.1A, the group is exempt from disclosing transactions between group companies. This exemption has been taken.
Transactions with directors
During the year, remuneration of £25,902 (2018: £50,025) was paid to the directors of the group. Directors of the group were paid dividends of £326,087 (2018: £259,539). At the end of the year, the group owed directors £479,722 (2018: £540,797). During the year, interest was paid on the balance of amounts owed to directors amounting to £37,556 (2018: £107,189).
Company
Transactions with directors
Directors of the company were paid dividends of £326,087 (2018: £259,539). At the end of the year, the company owed directors £479,722 (2018: £540,797). During the year, interest was paid on the balance of amounts owed to directors amounting to £37,556 (2018: £107,189).
Financial instruments |
Group
Financial assets
2019 |
(As restated) |
|
Financial assets measured at amortised cost |
3,189,550 |
2,377,789 |
Financial liabilities
2019 |
(As restated) |
|
Financial liabilities measured at amortised cost |
1,417,538 |
974,688 |
Page 34 |
Holywells Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2019
Financial assets measured at amortised cost comprise of trade debtors, other debtors, amounts owed by related parties and cash at bank and in hand.
Financial liabilities measured at amortised cost comprise of trade creditors, amounts due to related parties, other payables, accruals and hire purchase and finance lease liabilities.
Company
Financial assets
2019 |
2018 |
|
Financial assets measured at amortised cost |
1,553,396 |
1,227,753 |
Financial liabilities
2019 |
2018 |
|
Financial liabilities measured at amortised cost |
519,012 |
580,825 |
Financial assets measured at amortised cost comprise of trade debtors, other debtors, amounts owed by related parties and cash at bank and in hand.
Financial liabilities measured at amortised cost comprise of trade creditors, amounts due to related parties, other payables, accruals and hire purchase and finance lease liabilities.
Ultimate controlling party |
No party owns more than 50% of the shares in the group, therefore there is no ultimate controlling party.
Non adjusting events after the financial period |
|
|
Page 35 |