Company Registration No. 01177162 (England and Wales)
COLSEC LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
COLSEC LIMITED
COMPANY INFORMATION
Directors
T J Bristow
A M Megerisi
A Shaibani
J G Loveday
(Appointed 18 March 2021)
H O Megerisi
(Appointed 13 July 2021)
Secretary
A Shaibani
Company number
01177162
Registered office
Bourne House
475 Godstone Road
Whyteleafe
Surrey
CR3 0BL
Auditor
The HHC Partnership Ltd
52 High Street
Pinner
Middlesex
HA5 5PW
COLSEC LIMITED
CONTENTS
Page
Directors' report
1
Independent auditor's report
2 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 13
COLSEC LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2021.
Principal activities
The principal activity of the company continued to be that of the manufacture, supply and erection of coldstores.
Results
At the date of approval of the financial statements, the Directors of the company have considered the evolving situation around the COVID-19 pandemic and the impact on the the company's business.
Measures have been taken by the Directors to ensure the financial stability and working capital of the Company.
The results for the year and the financial position at the year end were considered satisfactory by the directors who expect growth in the foreseeable future.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
T J Bristow
T D J Evans
(Resigned 14 July 2021)
A M Megerisi
O M Megerisi
(Resigned 5 July 2021)
A Shaibani
J G Loveday
(Appointed 18 March 2021)
H O Megerisi
(Appointed 13 July 2021)
Auditor
The HHC Partnership Ltd were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
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 company’s auditor 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 company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
By order of the board
A Shaibani
Secretary
4 August 2022
COLSEC LIMITED
INDEPENDENT AUDITOR'S REPORT TO COLSEC LIMITED
UNDER SECTION 449 OF THE COMPANIES ACT 2006
- 2 -
Opinion
We have audited the financial statements of Colsec Limited (the 'company') for the year ended 31 December 2021 which comprise the profit and loss account, the balance sheet, the statement of changes in equity 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
COLSEC LIMITED
INDEPENDENT AUDITOR'S REPORT TO COLSEC LIMITED (CONTINUED)
UNDER SECTION 449 OF THE COMPANIES ACT 2006
- 3 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and take advantage of the small companies exemption from the requirement to prepare a strategic report.
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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
COLSEC LIMITED
INDEPENDENT AUDITOR'S REPORT TO COLSEC LIMITED (CONTINUED)
UNDER SECTION 449 OF THE COMPANIES ACT 2006
- 4 -
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.
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.
Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements.
During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
We identified that the principal risks of non-compliance with laws and regulations related to compliance with Health & Safety Laws and Regulations.
We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Company Law, UK financial reporting standards, Tax and Pensions legislation, and distributable profits legislation.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined the principal risks were related to posting inappropriate journal entries, and management bias in accounting estimates.
From the risk assessment we included appropriate audit procedures in response to such risks in our work, where relevant.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of:
inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
enquiries with the same concerning any actual or potential litigation or claims;
inspection of relevant legal correspondence;
review of board minutes;
testing the appropriateness of entries in the nominal ledger, including journal entries;
reviewing transactions around the end of the reporting period;
the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud;
challenging assumptions made by management in their significant accounting estimates, in particular in relation to the stock and work in progress.
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.
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.
COLSEC LIMITED
INDEPENDENT AUDITOR'S REPORT TO COLSEC LIMITED (CONTINUED)
UNDER SECTION 449 OF THE COMPANIES ACT 2006
- 5 -
Andrew da Costa (Senior Statutory Auditor)
for and on behalf of The HHC Partnership Ltd
4 August 2022
Chartered Accountants
Statutory Auditor
52 High Street
Pinner
Middlesex
HA5 5PW
COLSEC LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 6 -
2021
2020
£
£
Turnover
8,021,177
6,698,204
Cost of sales
(5,914,483)
(4,820,487)
Gross profit
2,106,694
1,877,717
Administrative expenses
(1,633,472)
(1,720,268)
Other operating income
198,033
Operating profit
473,222
355,482
Interest receivable and similar income
47
531
Interest payable and similar expenses
(432)
Profit before taxation
473,269
355,581
Tax on profit
(79,111)
(73,597)
Profit for the financial year
394,158
281,984
COLSEC LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 7 -
2021
2020
Notes
£
£
£
£
Fixed assets
Tangible assets
3
133,068
115,336
Current assets
Stocks
4
690,963
342,423
Debtors
5
1,688,994
2,179,919
Cash at bank and in hand
658,106
1,036,231
3,038,063
3,558,573
Creditors: amounts falling due within one year
6
(1,539,300)
(2,036,236)
Net current assets
1,498,763
1,522,337
Net assets
1,631,831
1,637,673
Capital and reserves
Called up share capital
50,000
50,000
Profit and loss reserves
1,581,831
1,587,673
Total equity
1,631,831
1,637,673
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 4 August 2022 and are signed on its behalf by:
A Shaibani
Director
Company Registration No. 01177162
COLSEC LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 8 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2020
50,000
2,079
1,603,610
1,655,689
Year ended 31 December 2020:
Profit for the year
-
-
281,984
281,984
Other comprehensive income:
Fair value adjustments reclassified to profit or loss
-
(2,079)
-
(2,079)
Total comprehensive income for the year
(2,079)
281,984
279,905
Dividends
-
-
(300,000)
(300,000)
Other movements
-
-
2,079
2,079
Balance at 31 December 2020
50,000
1,587,673
1,637,673
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
-
394,158
394,158
Dividends
-
-
(400,000)
(400,000)
Balance at 31 December 2021
50,000
1,581,831
1,631,831
COLSEC LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 9 -
1
Accounting policies
Company information
Colsec Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bourne House, 475 Godstone Road, Whyteleafe, Surrey, CR3 0BL.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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. The principal accounting policies adopted are set out below.
1.2
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.
1.3
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:
Plant and equipment
10% - 25% per annum on a straight line
Motor vehicles
20% - 50% per annum on a straight line
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 credited or charged to profit or loss.
1.4
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
COLSEC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 10 -
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.
1.5
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.
1.6
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.
1.7
Financial instruments
Basic financial instruments are measured at amortised cost. The company has no other financial instruments or basic financial instruments measured at fair value.
1.8
Equity instruments
Equity instruments issued by the company 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 company.
1.9
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
COLSEC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 11 -
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 when the company has 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.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
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.
1.11
Leases
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 leases asset are consumed.
1.12
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that 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 or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.13
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.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Total
51
55
COLSEC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 12 -
3
Tangible fixed assets
Plant and equipment
Motor vehicles
Total
£
£
£
Cost
At 1 January 2021
749,016
288,397
1,037,413
Additions
32,000
32,271
64,271
Disposals
(34,995)
(34,995)
At 31 December 2021
781,016
285,673
1,066,689
Depreciation and impairment
At 1 January 2021
673,175
248,902
922,077
Depreciation charged in the year
15,692
28,972
44,664
Eliminated in respect of disposals
(33,120)
(33,120)
At 31 December 2021
688,867
244,754
933,621
Carrying amount
At 31 December 2021
92,149
40,919
133,068
At 31 December 2020
75,841
39,495
115,336
4
Stocks
2021
2020
£
£
Raw materials and consumables
503,369
266,690
Work in progress
187,594
75,733
690,963
342,423
5
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
1,448,033
2,028,503
Other debtors
240,961
151,416
1,688,994
2,179,919
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
COLSEC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 13 -
6
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
908,457
1,179,266
Taxation and social security
140,666
431,437
Other creditors
490,177
425,533
1,539,300
2,036,236
7
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2021
2020
£
£
115,000
115,000
8
Parent company
Omega (U.K.) Holdings Limited, a company registered in England and Wales, has a 90% interest in the equity share capital at 31 December 2021. Copies of the parent's financial statements may be obtained from Companies House.
The ultimate controlling company at the balance sheet date is Transpacific Bridge Inc, a company incorporated in the British Virgin Islands.
The share capital of Transpacific Bridge Inc is owned and controlled by discretionary trusts established for the benefit of the Megerisi family.
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