Company Registration No. SC244691 (Scotland)
BANCON DEVELOPMENTS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
BANCON DEVELOPMENTS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Executive Directors
K J McColgan
A H Tweedie
Non-Executive Directors
J C A Burnett of Leys
A J A Burnett of Leys
R McAlpine
Company number
SC244691
Registered office
Burnett House
Burn O'Bennie Road
Banchory
Aberdeenshire
AB31 5ZU
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
ABERDEEN
AB10 1YL
BANCON DEVELOPMENTS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 7
Directors' report
8 - 9
Directors' responsibilities statement
10
Independent auditor's report
11 – 14
Group statement of income and retained earnings
15
Group balance sheet
16
Company balance sheet
17
Company statement of changes in equity
18
Group statement of cash flows and analysis of debt
19
Notes to the financial statements
20 - 38
BANCON DEVELOPMENTS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023
The directors present the strategic report and financial statements for the year ended 31 March 2023. These financial statements represent the consolidated results of Bancon Developments Holdings Limited (“the Company”) and its subsidiaries (collectively known as "the Group").
Principal activities
The principal activities of the Company and its subsidiaries during the year were housebuilding ("the Homes business"), the supply of construction services and refurbishment of social housing ("the Construction business") and the design, manufacture and supply of timberframe structures ("the Timberframe business").
Strategic review
The strong fundamentals in place across the Group have allowed it to deliver another positive set of results for the year to March 2023 in what has been a challenging year for the sector in general. There has also been significant progress made in the Group's supporting strategies of People and Culture, Carbon Reduction, Capital Investment and Systems Development in the year as the Bancon Group continues to invest for the long term.
Despite the continued headwinds due to material price increases and wider economic uncertainty, the business has delivered Turnover of £132.0m (2022: £113.9m) and an Operating Profit of £4.6m (2022: £4.9m). Profit Before Tax of £1.8m (2022: £2.7m) was in line with Management's expectations and represents a strong result.
The Homes business had a record level of activity in the year, with turnover 33.4% ahead of the previous year. The Grampian and Central Belt markets in which we operate have continued to prove resilient and sales rates across both regions continue to track in line with expectations. The business is also proud to have achieved a Gold award for customer satisfaction from Inhouse Research for the sixth consecutive year. This level of consistency over that time period is testament to the quality of our product, the attractiveness of our locations, and a genuine focus on the customer experience. The business successfully commenced two new developments in the Central Belt region in the year as our strategy of geographic diversification gains further traction. Progress was also made in bringing forward further phases of our strategic developments in the Grampian region. Securing these sites helps underpin the business's planned unit delivery as it continues to drive its growth agenda.
The Timberframe business has also delivered a strong result in the year. Activity was sustained at a similar level to the prior year despite an overall slowdown in the market in the second-half of the year as developers adjusted build rates due to the economic uncertainties at the time. Cost inflation continued to put pressures on margins throughout the year but now appears to be easing. The business has also progressed key strategic initiatives which will facilitate the delivery of its forward growth plans by increasing operational capacity. Further investment has also been committed to the business in order to enhance facilities and production efficiency going forward. The directors are confident that the business is well placed to deliver another strong trading result in 2023/24.
The Construction business delivered a very strong result in the year, as the structural changes implemented in the previous year allowed the new management team to drive a markedly improved performance. Turnover was 18.4% ahead of the previous year and with margins being tightly controlled and profit before tax at its highest level since 2007. Building on the success of the current strategy, a further tightening of strategic focus was implemented post year-end which will ensure similar levels of profit going forward. The business has a strong order book, with Turnover in excess of £40m secured coming into the new financial year and current contracts continue to perform well.
The Group has produced another strong performance in the year. The directors are therefore satisfied that the result supports the current strategies in operation across the three businesses and are confident that the foundations are in place to sustain strong profit levels going forward. Our businesses continue to work collaboratively within the overall Group structure in order to deliver operational synergies and the best quality solutions and products to our customers.
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BANCON DEVELOPMENTS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
Employees
Underpinning the forward plans of the Group is a focus on development of our people and the systems that allow them to function effectively. The Operating Board was further strengthened in the year by the appointment of a People and Culture Director. In collaboration with our employees, we have now rolled out the Bancon Core Values and a supporting Code of Conduct which will help ensure we operate consistently and positively.
The Bancon Core values are:
As a Group we work collaboratively with all stakeholders to achieve the best in all that we do.
One Team
We Care
We Care about the work we do. We value our people and take pride in the projects we deliver and the legacy we leave.
We Trust
We trust our people to take responsibility, act with integrity and do the right thing.
Sustainability
Building a long-term business with a positive impact on our people, communities, and planet.
Development
Developing our people and products is key to creating longer term value.
Building on the above, the Group has introduced enhanced benefits and welfare packages across all our employees and is focusing on enhanced appraisals and targeted development. The year has also seen the first phase of a capital investment programme in our Timberframe business, including improved welfare facilities at both of our manufacturing operations.
Fair review of the business and future developments
Turnover for the full year was up 15.9% on the prior year, at £132.0m (2022: £113.9m), driven by strong trading activity in the Homes and Construction businesses in particular.
Margin performance was maintained, despite continued material price increases, and a higher proportion of affordable units delivered in the year. The Homes business is now operating from sites procured under the current market conditions which has been particularly beneficial and it is pleasing to see this aspect of the strategy coming to fruition. Increased activity across the Group and good underlying margin performance drove a Gross Profit result of £16.6m (2022: £14.8m) which was 12.2% ahead of the prior period.
Administrative expenses increased in the year, largely due to increased investment in people and systems in the Timberframe business in addition to inflationary pressures. The prior year also benefited from a receipt in relation to a business interruption insurance claim. Operating profit of £4.6m was broadly in line with the prior year (£4.9m).
An exceptional cost of £1.9m (2022: £1.4m) was incurred in relation to impairment of a long-held development in the Homes business where continued cost increases have not been able to be offset by betterment of anticipated revenues. Interest costs of £0.9m were broadly in line with the prior year (2022: £0.7m), with increased interest rates having been partially offset by reduced debt levels throughout the period.
Profit Before Tax for the year was therefore £1.8m (2022: £2.7m) which represents a positive result for the Group. After the tax charge the retained profit for the year was £1.7m (2022: £2.5m). This profit was transferred to reserves.
Group net debt was of a lower level than the prior year, at £5.4m (2022: £11.9m). Positive cash generation was driven by strong trading activity with working capital having been well controlled throughout the period. Debt levels are, however, expected to increase through the first half of the new year as the cycle of reinvestment in landbank commences. The group continues to enjoy a positive relationship with its funders and is in the final stages of renewing its banking facilities for a further 3 years, to November 2026. Group net assets at 31 March 2023 were £18.0m (2022: £16.3m).
As noted in the Strategic Review above, all three businesses are well placed going forward with healthy order books and a positive sales performance in the initial months of the new year. As is the case for the wider industry, the business continues to experience challenges in terms of raw materials prices and wider economic uncertainty. Increased interest rates and cost of living considerations are likely to result in continued market uncertainty over the course of the 2023/24 year. This continues to be monitored and managed satisfactorily and the strength of our business, spread of risk, positioning within the market, strong sales pipeline and high activity levels give the directors confidence that the Group will continue to deliver robust and sustainable profit performance going forward.
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BANCON DEVELOPMENTS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
Principal risks and uncertainties
The management of the business and the execution of the Group's strategy are subject to a number of risks. Risks are formally reviewed by the Group and company boards and appropriate business processes are in place to monitor and mitigate them.
Key business risks and uncertainties affecting the Group are considered to relate to the planning process, housing market confidence, the availability of funds to house purchasers, a reduction in capital projects and reducing opportunities for Construction and Timberframe, volatility in raw material prices and supply, and potential business disruption from the likes of the Covid-19 pandemic.
Delays in the planning process could impact on the timing of new developments with a subsequent impact on profits and cash-flows and therefore to mitigate this risk we have our own in-house planning team, with the requisite experience and skills to manage our planning requirements.
Housing market confidence could impact overall activity levels and profitability and the business constantly assesses the latest market and economic data to ensure our product and service offerings reflect the current market conditions and remain competitive in mitigation of this risk.
A lack of available funds for purchasers and recent interest rate rises could affect sales rates which would impact profits and cash-flows. The Homes business provides the support of independent financial advisers to help prospective house purchasers in mitigation of this risk.
Reduced spend on and availability of capital projects could impact overall activity levels and profitability. The Group constantly assesses the latest market and economic data to ensure our product and service offerings reflect the current market conditions and remain competitive in mitigation of this risk. In further mitigation the Group has developed a significantly more flexible cost base which better suits the current environment.
Price increases and the availability of raw materials and key components could impact margins. To mitigate this risk the Group adopts a number of strategies including forward purchasing raw materials, seeking to agree price increases from customers, and entering fixed price supply contracts.
Regarding the risk of pandemic, or similar disruption, the business has appropriate health and safety precautions in place to mitigate against the risk of infection across our premises and sites. Contingency plans have also been prepared and tested in order to mitigate against potential disruptions to activities.
Key performance indicators
The directors of Bancon Developments Holdings Limited (“the Board”) manage operations on a Group basis. The Board reviews in detail the performance of each of the businesses through their monthly management accounts and contract/development reports. The Board reviews enquiry and sales levels, order book, contract performance, turnover, manpower levels, gross and net margins achieved, overhead levels and cash flows. The most significant key performance indicators it considers are profitability and debt levels which are discussed in the financial performance review section above.
Section 172 (1) Statement
As directors of the Group and the Company we have acted, and continue to act, in a way that we consider to be most likely to promote the continuing success of the Group and the Company for the benefit of its members. In doing so we have had regard, amongst other matters, to:
The likely consequences of any decision in the long term;
The interests of the Group's and the Company's employees;
The need to foster the Group and the Company's business relationships with suppliers, customers, and others;
The impact of the Group's and the Company's operations on the community and environment;
The desirability of the Group and the Company maintaining a reputation for high standards of business conduct; and
The need to act fairly as between members of the Company.
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BANCON DEVELOPMENTS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
The following are some examples as to how the directors have had regard to the matters set out above when discharging our section 172 duties:
The key strategic objective is to build a sustainable business for the benefit of current and future stakeholders. This involves us taking decisions both for the present and future benefit of the business. The executive directors work within the business on a daily basis, ensuring that key internal and external relationships are maintained directly and employees, suppliers and customers have appropriate access to us. Our management structure and reporting and communication lines are also organised in such a way that the impact and implications of key decisions are well understood throughout the organisation, with the appropriate level of input at all levels throughout the structure.
The Group's employees are critical to the continued success of the business and it is key we effectively engage with them. Examples of how this is achieved include:
Concerted focus on appraisal and personal development process;
Regular business updates through various channels;
Offering the opportunity for professional and career development through relevant training;
Linking an element of employee reward to the financial success of the Group and the Company; and
Having appropriate whistleblowing procedures.
We also ensure there is a wider understanding of, and alignment on, the Group's key strategic objectives through regular formal and informal communication forums.
We maintain strong relationships with our suppliers and customers through the following practices:
Regular contact and meetings with our key suppliers;
Encouraging our customers and suppliers to raise any issues or concerns they have regarding their relationship with the Group;
Continuing to focus on the qualities that appeal to our customer base and differentiate us from our competitors; and
Offering dedicated points of contact within our team to promote the building of long-term relationships with our customers and suppliers.
We are committed to supporting the communities that we work in and being environmentally responsible. Corporate Social Responsibility is a key area of management focus and is reported on at a Board level. We undertake various initiatives to improve the Group's contributions to these communities and promote the effective use of resources to avoid the unnecessary generation of waste and pollution, with a focus on sustainability and compliance with environmental standards and targets.
We are also committed to conducting our business in an ethical manner. Our core values are engrained in the Group's culture and encompass our commitment to ensure the highest standard of ethical conduct in the way we conduct our business.
The Group's and the Company's ultimate controlling party is J C A Burnett of Leys and his family and as such no conflicts exist between shareholders in relation to the Company.
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BANCON DEVELOPMENTS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
Streamlined energy and carbon reporting
The Group aims to operate in an environmentally responsible manner and Sustainability, defined as “building a long-term business with a positive impact on our people, communities, and planet” is one of its five Core Values. We acknowledge our responsibility to mitigate the impact of our business activities on climate change and the Group is committed to a reduction in emissions going forward.
Significant progress has been made in the year to March 2023, with process and systems improvements implemented to more accurately capture energy usage data, from a wide range of sources, in order to inform targeted reduction in carbon emissions. The Group has now been accurately recording Scope 1 and 2 emissions for the full 12 months of 2022/23, along with additional Scope 3 areas of measurement, specifically in the area of site and factory waste.
Across the Group, there are numerous projects in place to improve energy efficiency some of which are noted in the Energy Efficiency Action Taken section below. Major areas of focus in the year have included revisions to our company car and car allowance policies in order to move towards low emission vehicles as well as a concerted effort to identify and reduce key areas of fuel usage and waste generation.
The information presented in the Table 1 represents data collected from the Bancon Group of companies, namely:
Bancon Developments Holdings Limited;
Bancon Group Limited;
Bancon Homes Limited;
Deeside Timberframe Limited;
Bancon Construction Limited; and
Bancon Aspire Limited
Energy and carbon data for Deeside Timberframe Limited, Bancon Construction Limited and Bancon Aspire Limited has been voluntary included in order to better capture the full activities of the Group.
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BANCON DEVELOPMENTS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
Streamlined energy and carbon reporting (continued)
Table1. Energy use and greenhouse gas emissions (The Group)
Year ended 31 March 2023
Year ended 31 March 2022
Energy Use
Tonnes
Energy Use
Tonnes
mWh
CO₂e
mWh
CO₂e
Scope 1 energy use and emissions from stationery combustion gas and generator construction site fuel use
931
221
826
196
Scope 1 energy use and emissions from mobile combustion, transport and plant construction site fuel use
1,854
441
1,333
316
Scope 2 energy use and emissions from electricity use
841
161
1,970
418
Scope 3 energy use and emissions from business mileage from staff's own vehicles
713
170
814
193
Total energy use and greenhouse gas emissions on a like for like basis
4,339
993
4,943
1,123
Greenhouse gas emissions per million pounds of revenue on a like for like basis
7.5
9.9
Additional scope 3 measurement in year to 31 March 2023 – energy use and emissions from waste (site, factory and general)
2,559
750
Total measured energy use and greenhouse gas emissions
6,898
1,743
Total greenhouse gas emissions per million pounds of revenue
13.2
Methodology
Systems improvements and training performed in the prior year have allowed more detailed usage information to be available for the year to 31 March 2023. Where appropriate, detailed discussions have also been held with the supply chain so that more detailed information is shared and utilised to derive more accurate usage reporting. This will continue to evolve as the level of sophistication and data collection increases across the supply chain.
Scope 1, 2 and 3 energy use and greenhouse gas emissions data was collated from the relevant Group companies and from suppliers to identify the amount of energy used. Where actual emissions for the financial year are not available by the reporting date, estimates are used. Energy consumption is calculated for showhomes, plots, site offices and factories based on costs incurred considered against average utilities prices during the financial year. For business travel, fuel card usage, mileage information, expense claims and fuel invoices are used to establish the level of scope 1 emissions. Train travel by employees is not considered to be material and as such this is not reported within the emissions data. For site diesel, usage is based on a calculation of litres delivered to site within the financial period.
Greenhouse gas (GHG) emissions are calculated in line with GHG Reporting Protocol – Corporate Standard and reported in line with the UK Government's guidance on Streamlined Energy and Carbon Reporting and mandatory GHG reporting guidance.
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BANCON DEVELOPMENTS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
Energy efficiency action taken
The Group has always embraced materials with low embodied carbon in its business processes, particularly timber and timberframe based construction. Timber in itself offers substantial environmental benefits due to its high thermal performance and overall favourable environmental impact compared to more traditional build methods. All the Group's timber based materials are sustainably and ethically sourced with a formalised procurement and ethics policy in place. Having our own Timberframe business in the Group facilitates collaborative working across our businesses to deliver energy efficient solutions to projects undertaken within our Homes and Construction businesses.
Our Homes business seeks to maximise the environmental benefit from a combination of energy generation from Low and Zero Carbon Generating Technologies (LZCGTs), and a reduction in energy demand over the life of the Home through quality design and construction. Our homes utilise high performance timber-based building fabric specifications in order to reduce heating demand and incorporate PV solar panels in order to generate low carbon power for self-consumption or export to the grid. We are also phasing out the use of gas boilers in our homes before 2025 utilising Air Source Heat Pump technology for heating our homes along with the installation of electric vehicle (EV) charging points.
A number of our developments utilise a District Heating system to heat their homes. This system uses locally sourced and sustainable zero carbon biomass to heat the network, providing significant carbon emissions savings compared to fossil fuels. We have also recently commenced a major social housing project for the provision of 536 homes in Aberdeen City. The design specification for the project is the industry recognised Gold Standard and requires energy efficient technologies, that make homes greener and cheaper to run, enhanced space standards, and increased natural light.
Our Timberframe business has installed an energy efficient, wood fuelled, heating system and has a policy of zero waste to landfill, with the majority of timber offcuts being utilised to heat the factory premises. The business is also Chain of Custody PEFC (Programme for the Endorsement of Forest Certification) registered which assures the sustainable purchasing of materials.
Across the Group the following measures have also been taken:
Introduction of LED lights to key premises and site offices.
EV charging at all office locations and this is available free of charge to employees.
Provision of enhanced car allowances to employees who wish to purchase EV or Hybrid vehicles and also offer a salary sacrifice scheme for the lease of EV's.
A Cycle to Work scheme has also been introduced to encourage employees to reduce emissions as well as promoting physical and mental health.
A formal Hybrid working policy is in place which will reduce commuter emissions and the energy used to heat/light offices.
Policy of segregating waste on site, with this being recycled where possible, along with a continual drive to reduce volumes.
The business has also increased its level of community engagement in recent years and we report on Corporate Social Responsibility at Board level each month. We ensure our Homes developments have as much green space as possible and place an emphasis on attractive place-making to enhance the environment around our homes.
A programme of information sharing and education has also been implemented across the Group to increase awareness of climate change as well as the Group's energy use and associate carbon emissions.
On behalf of the board
.........................
A H Tweedie
Director
13/11/2023
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BANCON DEVELOPMENTS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
The directors present the directors' report and financial statements for the year ended 31 March 2023. These financial statements represent the consolidated results of Bancon Developments Holdings Limited (“the Company”) and its subsidiaries (collectively known as "the Group").
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
K J McColgan (appointed 29 September 2023)
A H Tweedie
J C Irvine (resigned 29 September 2023)
A J Clow
(resigned 4 July 2023)
J C A Burnett of Leys
A J A Burnett of Leys
R McAlpine
Dividends
The results for the year are set out on page 15. The directors do not recommend payment of a dividend (2022: nil).
Financial risk management
The Group's operations expose it to a variety of financial risks that include the effects of changes in market prices, credit risk and liquidity risks.
The Group has in place a risk review process that seeks to limit the adverse effects on its financial performance by monitoring levels of debt finance and the related finance costs. Regular forecasting of the Group's short and long term forward liquidity needs are carried out and reviewed by each company and the Group's Board.
The policies set by the Group's Board of Directors are implemented by the Group's Finance Team and key senior managers.
Price risk
The Group can be exposed to commodity price risk as a result of its operations. To mitigate this risk the Group will forward buy an appropriate level of raw material and will also protect itself against significant commodity price increases, where appropriate, in its pricing to customers.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future operations, the Group has access to bank funding facilities which are agreed on a group wide basis and matched to the Group's existing and forecast funding needs. These debt facilities would typically be linked to the base rate which will present no significant interest rate risk to the business.
Credit risk
The Group has implemented policies that require appropriate credit checks on potential customers before contracts are agreed. Where the directors believe that customers may prove a problem, up-front payments will be enforced. During the course of projects, credit control procedures are in place to minimise any credit risk to the business.
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Group continues and that the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
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BANCON DEVELOPMENTS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
Employee involvement
The Group believes that continued development and training of their staff is a key factor in achieving the skills, quality and motivation within the workforce for the future success of the business.
Through the use of our inhouse Group newsletter, communications, intranet and employee presentations within each company, we continue to inform all staff of decisions that may affect their interests and they also give the employees the platform on which they can make suggestions to improve the financial performance of the Group.
Strategic report
The Group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.
As noted within the Strategic Report, section 172 requirements including engagement with employees, suppliers, customers, and others, have been disclosed on a group basis. Energy usage and greenhouse gas emissions are also detailed in the Strategic Report. As such this information is not reported here although this note serves as a cross-reference to the Strategic Report.
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.
On behalf of the board
A H Tweedie
Director
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BANCON DEVELOPMENTS HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2023
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 financial statements;
prepare the financial statements 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.
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BANCON DEVELOPMENTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BANCON DEVELOPMENTS HOLDINGS LIMITED
Opinion
We have audited the financial statements of Bancon Developments Holdings Limited (the ‘parent company') and its subsidiaries (the ‘group') for the year ended 31 March 2023 which comprise the Group Statement of Income and Retained Earnings, the Group Balance Sheet, the Company Balance Sheet, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and Analysis of Debt, 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 and of the parent company's affairs as at 31 March 2023, 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 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 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 or parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information 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
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BANCON DEVELOPMENTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (continued)
TO THE MEMBERS OF BANCON DEVELOPMENTS HOLDINGS LIMITED
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and 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, or returns adequate for our audit have not been received from branches not visited by us; or
•
the financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors' remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
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 group'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 parent company or to cease operations, or have no realistic alternative but to do so.
Auditor 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.
Extent to which the audit is 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
- 12 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (continued)
TO THE MEMBERS OF BANCON DEVELOPMENTS HOLDINGS LIMITED
Extent to which the audit is considered capable of detecting irregularities, including fraud (continued)
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks identified include:
UK GAAP
Companies Act 2006
UK Tax legislation
Health and Safety legislation
We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:
Revenue recognition
Margin recognition on developments and contracts
Management override of controls
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
For total house sales, we reconciled the number of sales recorded in the year with external third party confirmations and for a sample of house sales confirmed sales value recorded to missives;
For a sample of construction contracts, we verified work completed to date and appropriateness of revenue raised in line with contract progress;
For product sales, we tested a sample of sales from point of initiation through to recording on the sales ledger.
Across all revenue streams, we conducted appropriate cut-off procedures;
For a sample of development and construction contract margins, we verified costs and revenue to source documentation to confirm actual margins achieved and for a sample of developments and construction contracts across the year end, we enquired with management as to their outlook and reviewed post year-end financial performance to ensure no erosion of margin recognised;
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Review of internal Health & Safety register for evidence of incidents or potential and actual litigation;
Reviewing level and reasoning behind the group's procurement of legal and professional services;
Performing audit work procedures over the risk of management 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 judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the group's compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
- 13 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (continued)
TO THE MEMBERS OF BANCON DEVELOPMENTS HOLDINGS LIMITED
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we ae to become aware of it.
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.
Stephen McIlwaine (Senior Statutory Auditor)
for and on behalf of Johnston Carmichael LLP
Chartered Accountants
Statutory Auditor
Bishop's Court
29 Albyn Place
ABERDEEN
AB10 1YL
- 14 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
GROUP STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2023
2023
2022
Notes
£'000
£'000
Turnover
3
131,967
113,931
Cost of sales
4
(115,370)
(99,175)
Gross profit
16,597
14,756
Administrative expenses
4
(11,992)
(10,844)
Other operating income
5
1
943
Operating profit
4,606
4,855
Exceptional items
10
(1,884)
(1,412)
Interest payable and similar expenses
11
(888)
(707)
Profit before taxation
6
1,834
2,736
Taxation
12
(144)
(264)
Profit and total comprehensive income for
1,690
2,472
the financial year
Retained earnings at 1 April
16,270
13,798
Retained earnings at 31 March
17,960
16,270
The Group Statement of Income and Retained earnings has been prepared on the basis that all operations are continuing.
There are no recognised gains and losses other than those passing through the group statement of comprehensive income and retained earnings and as such no group statement of comprehensive income is presented.
Profit and total comprehensive income for the financial year is attributable to the shareholders.
- 15 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
13
990
689
Investments
14
-
-
990
689
Current assets
Stocks
17
37,034
37,686
Debtors
18
17,635
15,718
54,669
53,404
Creditors: amounts falling due within one year
19
(36,227)
(36,998)
Net current assets
18,442
16,406
Total assets less current liabilities
19,432
17,095
Creditors: amounts falling due after more than one year
20
(1,471)
(824)
Net assets
17,961
16,271
Capital and reserves
Called up share capital
24
1
1
Profit and loss reserves
25
17,960
16,270
Total equity
17,961
16,271
-
The financial statements were approved by the board of directors and authorised for issue on
13/11/2023
13 November 2023
and are signed on its behalf by:
……………….
……………….
K J McColgan
A H Tweedie
Director
Director
- 16 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
13
174
178
Investments
14
1
1
175
179
Current assets
Debtors
18
13,008
11,096
Cash at bank and in hand
-
-
13,008
11,096
Creditors: amounts falling due within one year
19
(8,801)
(8,691)
Net current assets
4,207
2,405
Total assets less current liabilities
4,382
2,584
Creditors: amounts falling due after
more than one year 20
(8)
-
Net assets
4,374
2,584
Capital and reserves
Called up share capital
24
1
1
Profit and loss reserves
25
4,373
2,583
Total equity
4,374
2,584
As permitted by s.408 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 £1.8m (2022: £2.1m).
The financial statements were approved by the board of directors and authorised for issue on 13/11/2023 and are signed on its behalf by:
……………….
……………….
K J McColgan
A H Tweedie
Director
Director
Company Registration No. SC244691
- 17 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
AS AT 31 MARCH 2023
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 April 2021
1
444
445
Year ended 31 March 2022:
Profit and total comprehensive income for the year
-
2,139
2,139
Balance at 31 March 2022
1
2,583
2,584
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
1,790
1,790
Balance at 31 March 2023
1
4,373
4,374
- 18 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
GROUP STATEMENT OF CASHFLOWS AND ANALYSIS OF DEBT
FOR THE YEAR ENDED 31 MARCH 2023
2023
2022
Notes
£'000
£'000
£'000
£'000
Cashflows from operating activities
Cash generated from operations
27
8,333
2,822
Interest paid
(888)
(707)
Income taxes paid
(345)
-
Net cash inflow / (outflow) from operating activities
2,115
7,100
Investing activities
Purchase of tangible fixed assets
13
(547)
(226)
Proceeds on disposal of tangible fixed assets
10
57
Net cash used in investing activities
(537)
(169)
Net cash used in financing activities
-
-
Net increase in cash and cash equivalents
6,563
1,946
Cash and cash equivalents at beginning of year
(11,899)
(13,845)
Cash and cash equivalents at end of year 21
(5,336)
(11,899)
Analysis of changes in debt (note 21)
At 01 Apr 2022
Cashflows
At 31 March 2023
£'000
£'000
£'000
Cash and cash equivalents
Cash at bank and in hand
6,265
1,117
7,382
Bank overdrafts
(1,164)
(554)
(1,718)
5,101
563
5,664
Borrowings
Bank revolving credit facility
(17,000)
6,000
(11,000)
(17,000)
6,000
(11,000)
Total
(11,899)
6,563
(5,336)
- 19 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
Company information
Bancon Developments Holdings Limited (“the company”) is a private company limited by shares, incorporated and domiciled in Scotland. The principal activities of the company and its subsidiaries (collectively known as "the Group") and the nature of the Group's operations are set out in the Strategic Report on pages 1 – 7.
s 1 to 5.
1.1
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 thousand pounds, unless otherwise indicated.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The directors have chosen to present the net position of cash at bank and in hand and bank borrowings rather than the gross position. The directors monitor the Group's net debt position as part of their day to day management of the Group and as such it is deemed appropriate to present the net debt figure in the financial statements. The directors believe showing the net facility allows them to present a true and fair view of the Group's financial position, financial performance and cashflows.
FRS 102 reduced disclosure framework - parent company
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the ultimate parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements under FRS102:
The requirements of Section 7 Statement of Cash flows and Section 3 Financial Statement Presentation paragraph 3.17 (d);
The requirement of Section 11 Basic Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); and
The requirement of Section 33 Related Party Disclosures paragraph 33.7.
1.2
Basis of consolidation
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.
- 20 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies (continued)
1.2
Basis of consolidation (continued)
The consolidated financial statements incorporate those of Bancon Developments Holdings Limited and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 March 2023. 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.
Entities in which the Group holds an interest and which are jointly controlled by the Group and one or more other ventures under a contractual arrangement are treated as joint ventures. In the Group financial statements, joint ventures are accounted for using the equity method.
1.3
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. This incorporates consideration of the Group's future trading forecasts coupled with an agreed offer for the renewal of banking facilities for a further 3 years. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover represents amounts receivable for goods and services net of VAT and trade discounts. It derives turnover from three principal sources: Timberframe supplies, construction contracts and housebuilding.
Timberframe supplies
Turnover can arise primarily from either the supply of timberframe structures or the supply and build of the timberframe structures. The former is treated as a supply of goods and turnover is recognised when the structure is physically delivered to the customer. The latter is treated as a construction contract and turnover is recognised as per a construction contract.
Revenue received in relation to timberframe contract retentions are recognised when it is probable that the economic benefits associated with the transaction will flow to the company.
Construction contracts
Turnover is only recognised on a construction contract where the outcome can be estimated reliably. Variations to, and claims arising in respect of, construction contracts are included in revenue to the extent that they have been agreed with the customer. Turnover and costs are recognised by reference to the stage of completion of contract activity at the balance sheet date. This is normally measured by surveys of work performed to date. An estimate of the profit attributable to work completed is recognised once the outcome of the contract can be assessed with reasonable certainty. Contracts are only treated as construction contracts when they have been specifically negotiated for the construction of a development or property. When it is probable that the total costs on a construction contract will exceed total contract revenue, the expected loss is recognised as an expense in the profit and loss account immediately.
Amounts recoverable on construction contracts are included in trade receivables and stated at cost plus attributable profit less any foreseeable losses. The costs on contracts not yet taken to the profit and loss account less related foreseeable losses and payments on account are shown in stocks are work in progress. Payments received in excess of amounts recoverable on construction contracts are included in payments on account within creditors.
- 21 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies (continued)
1.4
Turnover (continued)
Housebuilding
Turnover is recognised at legal completion in respect of the total proceeds from selling private residential homes. Turnover is measured at the fair value of consideration received or receivable and represents the amounts receivable for the property, net of discounts and VAT. The sale proceeds of part-exchange properties are included as an adjustment within cost of sales for any margin realised, as the directors view these transactions as a means of conducting the original new build house sale.
Turnover and costs on an affordable housing contract are recognised by reference to the stage of completion of contact activity at the balance sheet date. This is normally measured by surveys of work performed to date. When it is probable that the total costs on an affordable housing contract will exceed total contract revenue, the expected loss is recognised as an expense in the profit and loss account immediately.
1.5
Government Grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.6
Intangible fixed assets other than goodwill
Trade licenses owned at the balance sheet date are included at cost less provision for diminution in value. No provision for amortisation has been made in the financial statements as the estimated residual value is greater than the net carrying value.
1.7
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:
Land and buildings freehold
20 years
Tenant's improvements
10 years
Plant and machinery
7 years
Fixtures, fittings & equipment
7 years
Motor vehicles
4 years
IT
4 years
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.
Expenditure incurred after the asset is put to use, such as repairs and maintenance costs, are expenses in the period incurred, while other expenses that are expected to generate future economic benefits are capitalised.
- 22 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies (continued)
1.8
Fixed asset investments
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
1.9
Impairment of fixed assets
At each reporting period end date, the company 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) by comparing this to the asset's carrying value. The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of future cash flows before interest and tax, obtained as a result of the asset's continued use.
1.10
Stock and work in progress
Stock and work in progress, including land, is stated at the lower of cost and net realisable value. Cost comprises raw materials, consumables and direct labour plus attributable overheads based on a normal level of activity. Net realisable value is based on estimated selling price less anticipated costs to completion and disposal. Provision is made for all foreseeable losses.
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.
1.11
Land options
Land options are included within work in progress at cost. If, or when, it becomes apparent that an option on land relating to a potential development site will not receive the necessary approvals the option will be charged in full to profit or loss.
1.12
Construction contracts
Amounts recoverable on construction contracts, which are included in debtors, are stated at the net sales value of the work done after provision for contingencies and anticipated future losses on contracts, less amounts received as progress payments on contracts, less amounts received as progress payments on account.
The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments or other assets depending on their nature, and provided it is probable they will be recovered.
1.13
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, 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.
- 23 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies (continued)
1.14
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.
Basic financial assets
Basic financial assets, which include trade and other receivables, amounts due from Group undertakings at a parent company level and participating interests 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. The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments through the expected life of the investment to the net carrying amount on initial recognition. Financial assets classified as receivable within one year are not amortised.
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.
Basic financial liabilities
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.
Basic financial liabilities, including trade and other payables and amounts due to Group undertakings at a parent company level 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.
Basic financial instruments are subsequently carried at amortised cost, using the effective interest rate method.
- 24 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies (continued)
1.15
Shared equity interests
The loans are discounted to reflect the time value of money and unwound over the term of the loan. They are also reviewed regularly and provisions are recorded for any amounts not deemed recoverable.
1.16
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.
Deferred tax
Deferred tax is provided, using the full liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements. The deferred tax position is calculated using the rates enacted or substantially enacted at the balance sheet date. Tax losses are surrendered or claimed in the form of Group relief with consideration being received or paid accordingly. The Group relief amount is recorded separately within the debtors and creditors amounts in the balance sheet, as applicable, and is calculated by applying the tax rate enacted or substantively enacted at the balance sheet date to the loss amount.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.
1.17
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.
1.18
Retirement benefits
The Group operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to profit or loss in the year they are payable.
Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
- 25 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies (continued)
1.19
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to income 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 lease asset are consumed.
1.20
Exceptional items
Exceptional items comprise costs which the directors consider as material to the statement of comprehensive income and retained earnings, that their separate disclosure is necessary for an appropriate understanding of the group's financial performance.
2
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.
The following are considered to be either judgements that have had the most significant effect on amounts recognised in the financial statements, or estimates that are dependent upon the assumptions which could change in the next financial year and have a material effect on the carrying amounts of assets and liabilities recognised at the balance sheet date:
Stock and work in progress - housebuilding
Stock and work in progress (including land) is a material asset on the Balance Sheet. Monitoring of carrying values is carried out on a site by site basis throughout the year to identify any impairments or reversals of previous impairments. Judgement is required when monitoring the carrying values as this includes estimating cost to complete and future selling prices, which are dependent on housing market conditions. Where impairment is identified a provision is created to write work in progress down to its recoverable amount being the lower or cost and net realisable value.
- 26 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
2
Judgements and key sources of estimation uncertainty (continued)
Recognition of retention revenue - timberframe supplies
Management consider the recoverability of construction contract retentions in relation to timberframe supplies to be fundamentally uncertain and as such these are recognised when it is deemed that it is probable that the economic benefits associated with the transaction will flow to the company rather than as part of construction contract revenue as the job progresses. Management consider this treatment to be appropriate on the basis that the company generally acts as subcontractor on contracts and is normally beholding to the main contractor, which creates significant uncertainty around the receipt of retentions.
Deferred tax asset
The recognition of deferred tax assets is dependent upon estimation of future taxable profits that will be available against which carried forward trading losses can be utilised, the directors and management are therefore required to assess the timing of the utilisation of provisions for tax purposes and whether sufficient taxable profits will be available to enable the asset to be recovered. In the event that actual taxable profits are different, such differences may impact the carrying value of such deferred tax assets in future years. At 31 March 2023 the directors and management are satisfied with the recoverability of the deferred tax asset recognised, considering estimated future taxable profits and their predicted utilisation.
Long term contracts - construction contracts
Long term contract accounting impacts a number of significant account balances within the Group's financial statements, including: turnover, cost of sales, amounts recoverable on construction contracts within trade receivables and stock and work in progress. Turnover, cost and ultimately profit recognition in respect of construction contracts require the directors and management to make estimations on the outcome of long-term contracts which require assessments and judgements to be made. These include the stage of completion of the individual construction contracts based on percentage of completion methodology, the recoverability of construction costs, any variations in the construction contract, any changes in contract costs and the level of recoverability of retentions. All of the factors have been considered by the directors and management in concluding on the appropriate profit and loss presentation of long-term contracts for the year ended 31 March 2023.
The recoverability of amounts recoverable on construction contracts and other receivables, including retentions, are regularly reviewed in light of available economic information specific to each receivable and provisions are recognised for balances considered to be irrecoverable. At 31 March 2023, the directors and management concluded their reviews and are satisfied that amounts recoverable on construction contracts and other receivables are appropriately stated within the financial statements.
With respect to stock and work in progress, key judgements and estimates in determining the appropriateness of its carrying value are:
An estimation of costs to complete; and
An estimation of the remaining revenues.
The assessments include a degree of uncertainty and therefore if the key judgements and estimates charge unfavourably, write-downs of stock and work in progress may be necessary. At 31 March 2023, the directors and management concluded their reviews and are satisfied that the stock and work in progress are appropriately stated within the financial statements.
The directors consider that there are no other judgements, estimates and underlying assumptions which have a significant risk of causing material adjustment to the carrying amounts of the assets and liabilities.
- 27 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
3
Turnover
An analysis of the Group's turnover is as follows:
2023
2022
£'000
£'000
Turnover
Housebuilding
68,427
51,300
Timberframe
27,995
32,615
Construction
35,545
30,016
131,967
113,931
All Group turnover is generated within the United Kingdom.
4
Income from Job Retention Scheme (JRS)
Income received from the Government's Job Retention Scheme included in Cost of Sales and Administrative expenses for the year ended 31 March 2022 totalled £49k (£23k in Cost of Sales and £26k in Administrative Expenses). This has been aggregated within headline expense captions as the directors believe this presents a true and fair view of these cost categories in the period.
There was no income received for the year ended 31 March 2023.
5
Other operating income
2023
2022
£'000
£'000
Gain on disposal of fixed assets
1
53
Business Interruption insurance claim
-
890
6
Profit before taxation
2023
2022
£'000
£'000
Profit before taxation for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
240
238
Operating lease charges
289
290
- 28 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
7
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the Group and company
15
15
Audit of the financial statements of the company's subsidiaries
50
48
65
63
For other services
All other non-audit services
20
19
8
Directors' remuneration
2023
2022
£'000
£'000
Remuneration for qualifying services
2,887
2,142
Company pension contributions to defined contribution schemes
124
179
3,011
2,321
Remuneration disclosed above includes an increased number of directors and £951k paid to the highest paid director (2022: £524k). This includes an amount to recompense previous salary sacrificed and a performance related bonus.
9
Employees
The average monthly number of persons (including directors) employed by the Group during the year was:
2023
2022
Number
Number
Directors and management
56
53
Administration
86
74
Weekly paid production
119
117
261
244
Their aggregate remuneration comprised:
2023
2022
£'000
£'000
Wages and salaries
12,352
11,893
Social security costs
1,449
1,213
Pension costs
575
581
14,376
13,687
- 29 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
10
Exceptional Items
2023
2022
£'000
£'000
Restructuring costs
-
364
Loss on historic contracts
-
599
Impairment of a long-held development
1,884
449
1,884
1,412
Restructuring costs in the prior year predominantly relate to redundancy costs and the cost of senior management changes.
Loss on historic contracts in the prior year represents other debtors which the directors determined could not be realised and is separately disclosed due to its quantum and its historic nature.
The impairment of a long-held development represents an impairment of work in progress to ensure the carrying value of asset is recorded at our best estimate and is separately disclosed due to its quantum.
11
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
888
707
12
Taxation
2023
2022
£'000
£'000
Current tax
UK corporation tax charge
113
264
Adjustments in respect of prior periods
(54)
-
Total current tax
59
264
Deferred tax
Origination and reversal of timing differences
85
-
Total tax charge recognised in the year
144
264
- 30 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
12
Taxation (continued)
The actual charge for the year can be reconciled to the expected charge based on the profit or loss and the standard rate of tax as follows:
2023
2022
£'000
£'000
Profit before taxation
1,834
2,736
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
348
519
Fixed asset differences
(6)
5
Tax effect of expenses that are not deductible in determining taxable profit
7
4
Utilisation of brought forward tax losses
(202)
(282)
Adjustments in respect of prior periods
(54)
-
Effects of changes in tax rates and laws
51
18
Taxation charge for the year
144
264
A change in the future UK corporation tax rate to 25% with effect from 1 April 2023 was announced in the March 2021 Budget and substantively enacted on 24 May 2021. This change will have a consequential effect on the group's future tax charge in the UK and as the 25% tax rate was substantively enacted prior to the reporting date, any deferred tax expected to unwind after 1 April 2023 has been calculated at 25% as opposed to the current tax rate of 19%.
- 31 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
13
Tangible fixed assets
Land and buildings freehold
Tenant's improvements
Plant and machinery
Group
FFE & IT
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 April 2022
147
710
1,694
233
239
3,023
Additions
-
255
245
39
8
547
- -
Disposals
(451)
(238)
-
(78)
(767)
At 31 March 2023
147
514
1,701
272
169
2,803
Depreciation and impairment
At 1 April 2022
102
616
1,186
208
222
2,334
Depreciation charged in the year
14
39
14
10
240
163
Eliminated in respect of disposals
-
(451)
(232)
-
(78)
(761)
At 31 March 2023
116
204
1,117
222
154
1,813
Carrying amount
At 31 March 2023
31
310
584
50
15
990
At 31 March 2022
45
94
508
25
17
689
Plant and machinery
Fixtures, fittings & equipment
Company
Total
£'000
£'000
£'000
Cost
At 1 April 2022
299
1
300
Additions
14
33
47
At 31 March 2023
313
34
347
Depreciation and impairment
At 1 April 2022
121
1
122
Depreciation charged in the year
50
1
51
At 31 March 2023
171
2
173
Carrying amount
At 31 March 2023
142
32
174
At 31 March 2022
178
-
178
- 32 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Investments in subsidiaries (see note 15)
50
50
666
666
Movements in fixed asset investments
Group
Shares
£
Cost or valuation
At 1 April 2022 & 31 March 2023
50
Carrying amount
At 31 March 2023
50
At 31 March 2022
50
The fixed asset investment held by the Group is Ringlink (Scotland) Limited, a company incorporated in Scotland. The company owns 50 ordinary £1 shares in the investment and its principal activity is the provision of temporary labour.
The directors consider that the carrying value of the investment is supported by their underlying net assets.
Movements in fixed asset investments
Company
Shares
£
Cost or valuation
At 1 April 2022 & 31 March 2023
666
Carrying amount
At 31 March 2023
666
At 31 March 2022
666
In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included in the Balance Sheet.
- 33 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
15
Subsidiaries
Details of the company's subsidiaries at 31 March 2023 are as follows:
Name of undertaking and country of
Nature of business
Class of
% Held
incorporation or residency
shareholding
Direct
Bancon Aspire Limited (1)
Scotland
Housebuilder
1 ordinary £1 share
100.00
Bancon Construction Limited (2)*
Scotland
Building and contracting
200 ordinary 50p shares
100.00
Bancon Group Limited (1)
Scotland
Building and contracting
665 ordinary £1 shares
100.00
Bancon Homes (Deeside) Limited (1)*
Scotland
Housebuilder (non-trading)
100 ordinary £1 shares
100.00
Bancon Homes (Donside) Limited (1)*
Scotland
Housebuilder (non-trading)
100 ordinary £1 shares
100.00
Bancon Homes Limited (1)*
Scotland
Housebuilder
100 ordinary £1 shares
100.00
Deeside Timberframe Limited (2)*
Scotland
Timberframe manufacture
1 ordinary £1 share
100.00
*The shares in these companies are held by Bancon Group Limited.
The registered offices for each subsidiary are listed below:
(1) Burnett House, Burn O'Bennie Road, Banchory, Aberdeenshire, Scotland, AB31 5ZU;
(2) Banchory Business Centre, Burn O'Bennie Road, Banchory, Aberdeenshire, Scotland, AB31 5ZU.
16
Joint ventures
The Group has invested in a joint venture, Leys Business Services Limited, a company registered in Scotland. Leys Business Services Limited's principal activity is the provision of support services and Bancon Developments Holdings Limited owns 50% of the ordinary share capital of that company. No share of operating result from Leys Business Services Limited has been included within the Group's results for the year on the grounds that this is immaterial.
- 34 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
17
Stocks
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Raw materials and consumables
891
1,804
-
-
Work in progress
33,181
34,096
-
-
Part-exchange properties
1,786
2,962
-
-
37,034
37,686
-
-
18
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
-
12,881
9,595
-
Amounts due from Group undertakings
-
-
12,882
10,948
Other debtors
1,727
3,220
-
10
Prepayments and accrued income
2,055
1,460
126
138
16,663
14,275
13,008
11,096
Amounts falling due after more than one year:
Trade debtors retentions
627
1,013
-
-
Amounts due from joint venture undertakings
57
57
-
-
Other debtors
-
-
Shared equity investments in properties
-
-
-
-
684
1,070
-
-
Deferred tax asset (see note 22)
288
373
-
-
972
1,443
-
-
Total debtors
17,635
15,718
13,008
11,096
The application of the company's accounting policies has resulted in a carrying value which appropriately reflects the inherent risks of recoverability of Shared Equity receivables.
Amounts due from Group undertakings to the parent company have no specific repayment terms and do not bear interest.
- 35 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
19
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Bank loans and overdrafts (see note 21)
5,336
11,899
1,452
700
Payments received on account
3,823
1,172
-
-
Trade creditors
12,818
16,378
23
270
Amounts due to Group undertakings
-
-
6,504
6,443
Other taxation and social security
602
880
-
-
Corporation tax
60
264
-
-
Other creditors
2,164
1,565
-
50
Accruals and deferred income
11,424
4,840
822
1,228
36,227
36,998
8,801
8,691
Amounts due to Group undertakings from the parent company have no fixed repayment terms and do not bear interest.
20
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Trade creditors retentions
1,262
420
-
-
Other creditors
129
324
-
-
Deferred tax
-
-
8
-
Dilapidations provision
80
80
-
-
1,471
824
8
-
21
Bank loans and overdrafts
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Bank revolving credit facility
11,000
17,000
-
-
Bank overdrafts
1,718
1,164
1,452
,700
Cash at bank and in hand
(7,382)
(6,265)
-
-
5,336
11,899
1,452
700
Payable within one year
5,336
11,899
1,452
700
- 36 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
21
Bank loans and overdrafts (continued)
At the year end the company had drawn down funds against the revolving credit facility available to the Bancon Developments Holdings Limited Group (“the Group”). This facility is secured by a floating charge on the Group's assets and certain specific fixed charges over development land.
At date of signing, the group is in the final stages of renewing its banking facilities for a further 3 years, to November 2026. An acceptable offer of funding has been received and facility documentation will be finalised well in advance of the expiry of the current facility. The new facility will be subject to a variable interest rate based on the base rate plus an applicable margin.
22
Deferred taxation
Deferred tax assets and liabilities are offset where the Group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
2023
2022
Assets
Assets
Group
£'000
£'000
Decelerated capital allowances
28
28
Trading losses
260
345
288
373
The reduction in deferred tax of £85,000 (2022: £nil) is recorded as part of the group tax charge within note 12.
Company
The company has a deferred tax liability of £8k (2022: £nil).
23
Retirement benefit schemes
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. The pension cost charge represents contributions payable by the Group to the fund. At the balance sheet date £77k (2022: £62k) was payable to the fund and is included within creditors.
24
Share capital
Group and company
2023
2022
Ordinary share capital
£
£
Issued and fully paid
665 ordinary shares of £1 each
665
665
25
Reserves
The company's profit and loss reserve represent the cumulative historic profits and losses, net of dividends and other adjustments.
- 37 -
BANCON DEVELOPMENTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
26
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
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Within one year
338
195
6
34
Between two and five years
714
255
-
6
1,052
450
6
40
27
Cash generated from Group operations
2023
2022
£'000
£'000
Profit for the financial year
1,690
2,472
Adjustments for:
Taxation charged
144
264
Finance costs
888
707
Gain on disposal of tangible fixed assets
(4)
(53)
Depreciation and impairment of tangible fixed assets
240
238
Movements in working capital:
Decrease in stocks and work in progress
651
2,360
Increase in debtors
(1,918)
(2,140)
Increase/(decrease) in creditors
6,642
(1,026)
Cash generated from operations
8,333
2,882
28
Related party transactions
The Directors are considered to be Key Management Personnel and their remuneration is disclosed in note 8.
29
Control
The Directors regard J C A Burnett of Leys and his family as the ultimate controlling party by virtue of their individual shareholdings.
- 38 -
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