Company registration number 13372841 (England and Wales)
GROVE GLOBAL HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GROVE GLOBAL HOLDINGS LIMITED
COMPANY INFORMATION
Directors
B H Prisgrove
C D Prisgrove
D J Prisgrove
E E Prisgrove
G P Prisgrove
P T Prisgrove
Company number
13372841
Registered office
Vision House
Bedford Road
Petersfield
Hampshire
United Kingdom
GU32 3QB
Auditor
Azets Audit Services
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
GROVE GLOBAL HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
4 - 5
Directors' responsibilities statement
3
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
GROVE GLOBAL HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -
The directors present the strategic report for the year ended 31 December 2022.
Review of the business
In the latter part of October 2021, we have successfully completed the acquisition of Swift Industrial Supplies. In the year 2022, we seamlessly integrated Swift Industrial Supplies into our operations, consolidating our workforce at our dedicated head office in Petersfield and centralizing our inventory in our Fareham warehouse.
This strategic integration proved to be a catalyst for substantial growth, as evidenced by our combined sales figures, which reached £33.7 million in 2022, representing a remarkable growth of just under 30% compared to the previous year. This growth was achieved in tandem with realizing substantial synergy savings resulting from the amalgamation of both businesses into a single location, fostering a more efficient and streamlined organization.
Key financial and performance indicators for the combined enterprise in 2022, which includes both SMI and Swift, are as follows:
Following the successful integration of Swift, our performance indicators have demonstrated improvement across the board. We have experienced growth in market share, an increase in average order value, a reduction in the cost to serve, and a decrease in direct costs. These collective achievements have significantly contributed to an enhanced gross profit return, even in the face of substantial inflation in the cost of goods sold.
In response to the ongoing global geopolitical uncertainty and multiple disruptions within the supply chain, SMI's management team has implemented a robust supply-chain diversification strategy. This strategy involves expanding our sourcing footprint to encompass multiple countries worldwide. This approach not only mitigates supply chain risks but also fosters healthy competition among our suppliers, further strengthening our resilience.
SMI remains committed to innovation, continuously striving to provide our customers with a comprehensive "one-stop shop" for workplace PPE, workwear, hygiene products, and essential safety supplies.
We place a strong emphasis on our environmental responsibilities and are actively developing an eco-friendly, low-carbon product range. This initiative aligns with our broader social and governance goals including reducing our carbon emissions by 45% by 2030 and achieving net zero by 2050.
Since its inception in 1981, SMI International Group has evolved into one of the UK's premier workwear suppliers. We currently employ over 170 dedicated professionals, serving more than 1,200 companies across the UK from our expansive 50,000 sq ft warehouse located in Hampshire.
Principal risks and uncertainties
Supply chain was and still a real challenge to the group with long shipping delays and huge price increases. These problems are likely to continue throughout the year and it could be quite a while before we see an end to these issues, particularly due to high levels of inflation and wider economic and social crises. With the increased cost of raw materials and shipping costs, we are likely to feel a squeeze on our margins in the months ahead.
Due to pressures on the global supply chain last year, we have made strategic moves to spread our sourcing options across an increased number of countries. This will give us much stronger supply routes in the long run and lesson the risk by relying on just one region.
GROVE GLOBAL HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
..............................
B H Prisgrove
Director
Date: .............................................
GROVE GLOBAL HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
The directors are responsible 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 group and company, 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
GROVE GLOBAL HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2022.
Principal activities
The principal activity of the company and group continued to be that of the supply of safety equipment and clothing.
The company was incorporated on 4 May 2021 as part of a group reconstruction through a share for share exchange with SMI Int Group Limited.
Results and dividends
The results for the year are set out on page 9.
Interim dividends of £1,000,000 were paid. The directors do not recommend the payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
B H Prisgrove
C D Prisgrove
D J Prisgrove
E E Prisgrove
G P Prisgrove
P T Prisgrove
Financial instruments
The group is naturally exposed to financial risk management, mainly cash flow and credit risk. The board of directors continually monitor the group’s exposure to these risks and implement procedures and policies where necessary. In particular with credit risk, there are strict policies in place for collection of customer debt and as such our risk exposure is generally low.
Liquidity risk
The group does not have liquidity risk as it retains sufficient funds to meet its obligations as they fall due. The companies in the group can also access additional funds through Group funding, if necessary.
Credit risk
Although the group is inherently exposed to credit risk, the exposure is generally low as the risk is with our trade debtors and there is no significant concentration of customers that our debt is held with. Weekly review of trade debtor ageing analysis is undertaken and customer credit reassessed regularly.
Cashflow risk
We seek to mitigate this by continually monitoring variable interest rates on our loans and by hedging against exchange rate volatility. Group cash flow is monitored daily. Supplier orders are strategically placed to mitigate cash flow exposure and debtor collection targets are reviewed weekly.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
GROVE GLOBAL HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
On behalf of the board
B H Prisgrove
Director
29 September 2023
GROVE GLOBAL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GROVE GLOBAL HOLDINGS LIMITED
- 6 -
Opinion
We have audited the financial statements of Grove Global Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 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.
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 and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
GROVE GLOBAL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GROVE GLOBAL HOLDINGS LIMITED
- 7 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
GROVE GLOBAL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GROVE GLOBAL HOLDINGS LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Jeremy Gardner BSc FCA (senior statutory auditor)
For and on behalf of Azets Audit Services
29 September 2023
Chartered Accountants
Statutory Auditor
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
GROVE GLOBAL HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
2022
2021
Notes
£
£
Turnover
3
33,781,482
24,158,377
Cost of sales
(25,173,474)
(18,121,098)
Gross profit
8,608,008
6,037,279
Administrative expenses
(6,493,272)
(4,565,878)
Other operating income
214,211
134,760
Profit on disposal of leasehold land and building
223,864
Operating profit
4
2,328,947
1,830,025
Interest receivable and similar income
7
6,836
1,152
Interest payable and similar expenses
9
(300,831)
(106,265)
Change in fair value of investment property
10
(239,951)
(228,437)
Profit before taxation
1,795,001
1,496,475
Tax on profit
11
(361,722)
(382,590)
Profit for the financial year
28
1,433,279
1,113,885
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
GROVE GLOBAL HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 10 -
2022
2021
Notes
£
£
£
£
Fixed assets
Goodwill
13
4,666,054
5,209,964
Other intangible assets
13
366,106
494,582
Total intangible assets
5,032,160
5,704,546
Tangible assets
16
3,139,645
684,736
Investment property
14
2,411,779
8,171,805
8,801,061
Current assets
Stocks
19
5,296,143
4,568,541
Debtors
20
7,439,478
8,202,303
Cash at bank and in hand
2,171,795
4,566,673
14,907,416
17,337,517
Creditors: amounts falling due within one year
21
(9,608,792)
(11,368,564)
Net current assets
5,298,624
5,968,953
Total assets less current liabilities
13,470,429
14,770,014
Creditors: amounts falling due after more than one year
22
(3,049,822)
(4,653,595)
Provisions for liabilities
Deferred tax liability
25
98,833
227,924
(98,833)
(227,924)
Net assets
10,321,774
9,888,495
Capital and reserves
Called up share capital
27
1,320
1,320
Profit and loss reserves
28
10,320,454
9,887,175
Total equity
10,321,774
9,888,495
The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
29 September 2023
B H Prisgrove
Director
Company registration number 13372841 (England and Wales)
GROVE GLOBAL HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 11 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
16
2,350,000
Investment property
14
2,411,779
Investments
15
122
122
2,350,122
2,411,901
Current assets
Debtors
20
117,772
86,207
Cash at bank and in hand
33,515
29,274
151,287
115,481
Creditors: amounts falling due within one year
21
(2,627,440)
(2,705,910)
Net current liabilities
(2,476,153)
(2,590,429)
Net liabilities
(126,031)
(178,528)
Capital and reserves
Called up share capital
27
1,320
1,320
Profit and loss reserves
28
(127,351)
(179,848)
Total equity
(126,031)
(178,528)
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,052,497 (2021 - £179,848 loss).
The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
29 September 2023
B H Prisgrove
Director
Company registration number 13372841 (England and Wales)
GROVE GLOBAL HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
Share capital
Other reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2021
1,320
(1,198)
9,773,290
9,773,412
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
-
1,113,885
1,113,885
Dividends
12
-
-
(1,000,000)
(1,000,000)
Other movements
-
1,198
-
1,198
Balance at 31 December 2021
1,320
9,887,175
9,888,495
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
1,433,279
1,433,279
Dividends
12
-
-
(1,000,000)
(1,000,000)
Balance at 31 December 2022
1,320
10,320,454
10,321,774
GROVE GLOBAL HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2021
-
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
(179,848)
(179,848)
Issue of share capital
27
1,320
-
1,320
Balance at 31 December 2021
1,320
(179,848)
(178,528)
Year ended 31 December 2022:
Profit and total comprehensive income
-
1,052,497
1,052,497
Dividends
12
-
(1,000,000)
(1,000,000)
Balance at 31 December 2022
1,320
(127,351)
(126,031)
GROVE GLOBAL HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
33
1,059,815
678,945
Interest paid
(300,831)
(106,265)
Income taxes paid
(536,100)
(2,235,066)
Net cash inflow/(outflow) from operating activities
222,884
(1,662,386)
Investing activities
Purchase of intangible assets
(105,244)
(251,288)
Purchase of tangible fixed assets
(387,349)
(196,156)
Proceeds from disposal of tangible fixed assets
13,200
450,774
Purchase of investment property
(178,172)
(2,640,216)
Purchase of subsidiaries, net of cash acquired
-
(4,170,509)
Interest received
6,836
1,152
Net cash used in investing activities
(650,729)
(6,806,243)
Financing activities
Amounts introduced by directors
1,019,003
1,357,241
Amounts withdrawn by directors
(1,289,884)
(1,034,605)
Proceeds from borrowings
-
1,367,500
Repayment of borrowings
(61,130)
(26,179)
Proceeds from borrowings
-
5,081,500
Repayment of bank loans
(845,625)
(202,925)
Payment of finance leases obligations
210,603
(104,823)
Dividends paid to equity shareholders
(1,000,000)
(1,000,000)
Net cash (used in)/generated from financing activities
(1,967,033)
5,437,709
Net decrease in cash and cash equivalents
(2,394,878)
(3,030,920)
Cash and cash equivalents at beginning of year
4,566,673
7,597,593
Cash and cash equivalents at end of year
2,171,795
4,566,673
GROVE GLOBAL HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 15 -
1
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Useful life of goodwill
The estimated useful life of goodwill arising on the business combinations is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses. These factors are considered on an annual basis to assess whether the carrying value of goodwill is appropriate.
Investment property valuation
Investment property is held at fair value and are valued by management on a sufficiently regular basis to ensure that the carrying amount does not differ materially from that which would be determined using fair value. It is valued considering rental yields and valuations of similar properties in the same location.
2
Accounting policies
Company information
Grove Global Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Vision House, Bedford Road, Petersfield, Hampshire, United Kingdom, GU32 3QB.
The group consists of Grove Global Holdings Limited and all of its subsidiaries.
2.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties. The principal accounting policies adopted are set out below.
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Accounting policies
(Continued)
- 16 -
2.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
2.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Grove Global Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
In the group financial statements, merged subsidiary undertakings are treated as if they had always been a member of the group. The results of such a subsidiary are included for the whole period in the year it joins the group. The corresponding figures for the previous year includes its results for that period, the assets and liabilities at the previous balance sheet date and the shares issued by the company as consideration as if they has always been in issue. Any difference between the nominal value of the shares acquired by the company and those issued by the company to acquire them is taken to reserves.
2.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
2.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Accounting policies
(Continued)
- 17 -
2.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
2.7
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
Straight line basis from January and August 2018 to March 2022
Other intangible asset
Over 5 years (useful expected life)
2.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
25 years straight line basis
Leasehold land and buildings
15 years straight line basis
Plant and equipment
20% reducing balance basis
Fixtures, fittings and equipment
20% reducing balance basis
Motor vehicles
25 - 33% straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
2.9
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
The historic cost of the investment property is £2,640,216.
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Accounting policies
(Continued)
- 18 -
2.10
Fixed asset investments
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
2.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
2.12
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
2.13
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Accounting policies
(Continued)
- 19 -
2.14
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Accounting policies
(Continued)
- 20 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
2.15
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
2.16
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Accounting policies
(Continued)
- 21 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2.19
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
2.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 22 -
3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by geographical market
UK
33,587,287
23,944,714
Europe
183,659
213,010
Rest of the world
10,536
653
33,781,482
24,158,377
2022
2021
£
£
Other revenue
Interest income
6,836
1,152
Sub lease rental income
-
31,667
Miscellaneous other operating income
-
6,000
4
Operating profit
2022
2021
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(133,604)
21,814
Depreciation of owned tangible fixed assets
128,664
93,349
Depreciation of tangible fixed assets held under finance leases
39,825
52,183
Loss/(profit) on disposal of tangible fixed assets
119,712
(98,131)
Amortisation of intangible assets
762,322
310,625
Loss on disposal of intangible assets
15,001
Operating lease charges
421,311
376,505
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
4,000
4,500
Audit of the financial statements of the company's subsidiaries
44,000
49,500
48,000
54,000
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 23 -
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Production
89
41
6
6
Administration
63
49
-
-
Distribution
56
34
-
-
Total
208
124
6
6
Their aggregate remuneration comprised:
Group
Company
2022
2021
2022
2021
£
£
£
£
Wages and salaries
5,625,531
4,135,210
Social security costs
584,253
341,723
Pension costs
127,774
78,508
6,337,558
4,555,441
7
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
6,836
1,152
8
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
287,023
243,589
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2022
2021
£
£
Remuneration for qualifying services
73,047
51,909
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 24 -
9
Interest payable and similar expenses
2022
2021
£
£
Interest on bank overdrafts and loans
189,189
31,329
Other interest on financial liabilities
107,209
49,470
Interest on finance leases and hire purchase contracts
4,433
2,885
Other interest
-
22,581
Total finance costs
300,831
106,265
10
Amounts written off investments
2022
2021
£
£
Changes in the fair value of investment properties
(239,951)
(228,437)
11
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
506,919
320,151
Adjustments in respect of prior periods
(17,110)
(1,677)
Total current tax
489,809
318,474
Deferred tax
Origination and reversal of timing differences
(128,087)
64,116
Total tax charge
361,722
382,590
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
11
Taxation
(Continued)
- 25 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
£
£
Profit before taxation
1,795,001
1,496,475
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
341,050
284,330
Tax effect of expenses that are not deductible in determining taxable profit
9,679
51,560
Amortisation on assets not qualifying for tax allowances
18,891
Under/(over) provided in prior years
(17,110)
(1,677)
Depreciation in excess of capital allowances
(96,614)
(73,169)
Deferred tax
(128,087)
64,116
Other tax adjustments
207,213
(4,864)
Investment property fair value adjustment
45,591
43,403
Taxation charge
361,722
382,590
12
Dividends
2022
2021
Recognised as distributions to equity holders:
£
£
Interim paid
1,000,000
-
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 26 -
13
Intangible fixed assets
Group
Goodwill
Software
Other intangible asset
Total
£
£
£
£
Cost
At 1 January 2022
6,439,695
115,644
692,783
7,248,122
Additions
105,244
105,244
Disposals
(115,644)
(653)
(116,297)
At 31 December 2022
6,439,695
797,374
7,237,069
Amortisation and impairment
At 1 January 2022
1,229,731
45,379
268,466
1,543,576
Amortisation charged for the year
543,910
55,265
163,147
762,322
Disposals
(100,644)
(345)
(100,989)
At 31 December 2022
1,773,641
431,268
2,204,909
Carrying amount
At 31 December 2022
4,666,054
366,106
5,032,160
At 31 December 2021
5,209,964
70,265
424,317
5,704,546
The company had no intangible fixed assets at 31 December 2022 or 31 December 2021.
14
Investment property
Group
Company
2022
2022
£
£
Fair value
At 1 January 2022
2,411,779
2,411,779
Additions through external acquisition
178,172
178,172
Transfers to owner-occupied property
(2,350,000)
(2,350,000)
Net gains or losses through fair value adjustments
(239,951)
(239,951)
At 31 December 2022
-
-
Investment property comprised freehold land and property acquired in the prior year. The fair value of the investment property was assessed to be £2,350,000 by a independent valuer at 1 December 2022 at which point the freehold land and property was transferred to fixed assets. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
15
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Investments in subsidiaries
17
122
122
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
15
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022 and 31 December 2022
122
Carrying amount
At 31 December 2022
122
At 31 December 2021
122
16
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Fixtures, fittings and equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2022
285,417
3,027
587,127
194,365
1,069,936
Additions
257,762
129,587
387,349
Disposals
(177,703)
(3,027)
(49,613)
(230,343)
Transfer from investment property
2,350,000
-
-
-
-
2,350,000
At 31 December 2022
2,350,000
365,476
667,101
194,365
3,576,942
Depreciation and impairment
At 1 January 2022
96,800
796
234,490
53,114
385,200
Depreciation charged in the year
33,445
2,231
82,622
50,191
168,489
Eliminated in respect of disposals
(90,971)
(3,027)
(22,394)
(116,392)
At 31 December 2022
39,274
294,718
103,305
437,297
Carrying amount
At 31 December 2022
2,350,000
326,202
372,383
91,060
3,139,645
At 31 December 2021
188,617
2,231
352,637
141,251
684,736
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
16
Tangible fixed assets
(Continued)
- 28 -
Company
Freehold land and buildings
£
Cost
At 1 January 2022
Transfer from investment property
2,350,000
At 31 December 2022
2,350,000
Depreciation and impairment
At 1 January 2022 and 31 December 2022
Carrying amount
At 31 December 2022
2,350,000
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2022
2021
2022
2021
£
£
£
£
Fixtures, fittings and equipment
269,855
Motor vehicles
87,352
141,247
357,207
141,247
-
-
17
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
SMI Int Group Limited
Vision House, Bedford Road, Petersfield, Hampshire, GU32 3QB
Ordinary
100.00
-
Rokwear Limited
Vision House, Bedford Road, Petersfield, Hampshire, GU32 3QB
Ordinary
0
100.00
Swift Industrial Holding Company Limited
Vision House, Bedford Road, Petersfield, Hampshire, GU32 3QB
Ordinary
0
100.00
Swift Industrial Supplies Limited
Vision House, Bedford Road, Petersfield, Hampshire, GU32 3QB
Ordinary
0
100.00
18
Financial instruments
Group
Company
2022
2021
2022
2021
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
-
2,411,779
-
-
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 29 -
19
Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Finished goods and goods for resale
5,296,143
4,568,541
20
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade debtors
5,840,457
6,239,295
75,001
Other debtors
579,600
308,724
115,784
1,198
Prepayments and accrued income
1,019,421
1,654,284
1,988
10,008
7,439,478
8,202,303
117,772
86,207
21
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans
23
2,435,682
2,350,047
1,482,244
1,515,847
Obligations under finance leases
24
119,743
30,796
Other borrowings
23
68,986
62,821
Trade creditors
3,603,550
3,976,469
234
Amounts owed to group undertakings
1,081,836
1,097,332
Corporation tax payable
495,885
541,172
33,701
14,077
Other taxation and social security
726,129
906,251
-
13,373
Other creditors
755,423
1,466,347
Accruals and deferred income
1,403,394
2,034,661
29,659
65,047
9,608,792
11,368,564
2,627,440
2,705,910
22
Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
23
1,597,268
2,528,528
Obligations under finance leases
24
241,349
119,693
Other borrowings
23
1,211,205
1,278,500
Other creditors
726,874
3,049,822
4,653,595
-
-
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 30 -
23
Loans and overdrafts
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans
4,032,950
4,878,575
1,482,244
1,515,847
Other loans
1,280,191
1,341,321
5,313,141
6,219,896
1,482,244
1,515,847
Payable within one year
2,504,668
2,412,868
1,482,244
1,515,847
Payable after one year
2,808,473
3,807,028
The long-term loan of £2,550,706 from HSBC is secured by an Unlimited Multilateral Guarantee dated 5 August 2021 given by SMI Int Group Limited, Grove Global Holdings Limited and Swift Industrial Supplies Limited.
The short-term facility of £1,482,244 from HSBC is secured on the freehold property and by the Unlimited Multilateral Guarantee given by SMI Int Group Limited, Grove Global Holdings Limited and Swift Industrial Supplies Limited.
24
Finance lease obligations
Group
Company
2022
2021
2022
2021
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
119,743
30,796
In two to five years
241,349
119,693
361,092
150,489
-
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 31 -
25
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2022
2021
Group
£
£
Accelerated capital allowances
98,833
228,570
Short term timing differences
-
(646)
98,833
227,924
The company has no deferred tax assets or liabilities.
Group
Company
2022
2022
Movements in the year:
£
£
Liability at 1 January 2022
227,924
-
Credit to profit or loss
(129,091)
-
Liability at 31 December 2022
98,833
-
26
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
127,774
78,508
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Contributions totalling £17,436 (2020 - £11,136) were payable to the fund at the reporting date and are included in other creditors.
27
Share capital
Group and company
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of £1 each
264
264
264
264
B Ordinary of £1 each
1,056
1,056
1,056
1,056
1,320
1,320
1,320
1,320
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
27
Share capital
(Continued)
- 32 -
On 4 May 2021 20 A Ordinary shares for £1 and 80 B Ordinary shares of £1 were issued on incorporation of the company. On 14 July 2021 244 A Ordinary shares for £1 and 976 B Ordinary shares of £1 were allotted via a share for share exchange.
Shares rank pari passu in all respects.
28
Reserves
Other reserve
The other reserve arises in 2020 as a result of merger accounting. It reflects the difference between the share capital nominal value per the new parent Grove Global Holdings Limited in 2021 and the share capital in existence per the old parent SMI Int Group Limited at 31 December 2020.
29
Financial commitments, guarantees and contingent liabilities
The company has guaranteed borrowings of £4,032,950 (2021 - £3,362,727), as part of the HSBC unlimited multilateral guarantee.
30
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Within one year
286,838
330,616
-
-
Between two and five years
784,384
815,358
-
-
In over five years
-
205,833
-
-
1,071,222
1,351,807
-
-
31
Related party transactions
Transactions with related parties
During the year a director of the company was paid rent of £29,925 (2021 - £44,888).
GROVE GLOBAL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 33 -
32
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
B H Prisgrove -
-
18,116
275,512
(200,000)
93,628
C D Prisgrove -
-
(151,884)
373,149
(218,715)
2,550
D J Prisgrove -
-
103,865
218,797
(200,000)
122,662
E E Prisgrove -
-
45,313
110,731
(100,000)
56,044
G P Prisgrove -
-
48,291
200,964
(200,288)
48,967
P T Prisgrove -
-
46,273
110,731
(100,000)
57,004
109,974
1,289,884
(1,019,003)
380,855
33
Cash generated from group operations
2022
2021
£
£
Profit for the year after tax
1,433,279
1,113,885
Adjustments for:
Taxation charged
361,722
382,590
Finance costs
300,831
106,265
Investment income
(6,836)
(1,152)
Loss/(gain) on disposal of tangible fixed assets
100,751
(321,995)
Loss on disposal of intangible assets
15,307
Amortisation and impairment of intangible assets
762,322
310,625
Depreciation and impairment of tangible fixed assets
168,489
145,532
Loss through investment property fair value adjustment
239,951
228,437
Movements in working capital:
Increase in stocks
(727,602)
(549,570)
Decrease/(increase) in debtors
762,826
(1,885,513)
(Decrease)/increase in creditors
(2,351,225)
1,149,841
Cash generated from operations
1,059,815
678,945
34
Analysis of changes in net debt - group
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
4,566,673
(2,394,878)
2,171,795
Borrowings excluding overdrafts
(6,219,896)
906,755
(5,313,141)
Obligations under finance leases
(150,489)
(210,603)
(361,092)
(1,803,712)
(1,698,726)
(3,502,438)
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