REGISTERED NUMBER: |
TOP UP RESOURCES LIMITED |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
31 JANUARY 2021 TO 29 JANUARY 2022 |
REGISTERED NUMBER: |
TOP UP RESOURCES LIMITED |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
31 JANUARY 2021 TO 29 JANUARY 2022 |
TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 3 | to | 5 |
Income Statement | 6 |
Statement of Financial Position | 7 |
Statement of Changes in Equity | 8 |
Notes to the Financial Statements | 9 | to | 12 |
TOP UP RESOURCES LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Enterprise Way |
Pinchbeck |
Spalding |
Lincolnshire |
PE11 3YR |
SOLICITORS: |
Enterprise Way |
Pinchbeck |
Spalding |
Lincolnshire |
PE11 3YR |
TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022 |
The directors present their report with the financial statements of the company for the period 31 January 2021 to 29 January 2022. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the period under review was that of the provision of driver services. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 31 January 2021 to the date of this report. |
DIRECTORS' RESPONSIBILITIES STATEMENT |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
Under section 487(2) of the Companies Act 2006, Duncan & Toplis Limited will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the register, whichever is earlier. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TOP UP RESOURCES LIMITED |
Opinion |
We have audited the financial statements of Top Up Resources Limited (the 'company') for the period ended 29 January 2022 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 29 January 2022 and of its loss for the period then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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. |
Emphasis of matter |
We draw attention to note 2 to the financial statements which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 2. Our opinion is not modified in respect of this matter. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, 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; 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 from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TOP UP RESOURCES LIMITED |
Responsibilities of directors |
As explained more fully in the Directors' Responsibilities Statement set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the 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. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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 have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. |
We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit. |
The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. |
This included the identification and testing of unusual material journal entries and Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies. |
Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations and Employment laws. |
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management, and inspection. This inspection included a group level detailed walkthrough of Health and Safety controls and external audits in the year. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TOP UP RESOURCES LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Enterprise Way |
Pinchbeck |
Spalding |
Lincolnshire |
PE11 3YR |
TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945) |
INCOME STATEMENT |
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022 |
Period | Period |
31.1.21 | 2.2.20 |
to | to |
29.1.22 | 30.1.21 |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
(66,693 | ) | 151,248 |
Other operating income | ( |
) |
OPERATING (LOSS)/PROFIT | 4 | ( |
) |
Interest receivable and similar income |
(LOSS)/PROFIT BEFORE TAXATION | ( |
) |
Tax on (loss)/profit |
(LOSS)/PROFIT FOR THE FINANCIAL PERIOD | ( |
) |
TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945) |
STATEMENT OF FINANCIAL POSITION |
29 JANUARY 2022 |
2022 | 2021 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 5 |
CURRENT ASSETS |
Debtors | 6 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 2 February 2020 |
Changes in equity |
Total comprehensive income | - |
Balance at 30 January 2021 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 29 January 2022 |
TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022 |
1. | STATUTORY INFORMATION |
Top Up Resources Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
As set out in the Directors' report, due to the company ceasing to trade, the directors have decided to prepare the financial statements on a basis other than that of a going concern. In adopting this basis at the year end the following policies and procedures were implemented. |
- at 29 January 2022 all fixed assets are considered as realisable, hence reclassified as current assets |
- all assets have been disclosed at values at which they are expected to be realised |
- all liabilities reflect the full amount at which they are expected to materialise |
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102. the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. |
The presentational and functional currency of the entity is Great British Pound Sterling. |
The following principal accounting policies have been applied. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Critical accounting judgements and key sources of estimation uncertainty |
Some of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and estimates are based on the director's prior experiences and using their best knowledge of the relevant facts and circumstances. Actual results may differ from the amounts included in the financial statements. Information about such judgements and estimations is included in the accounting policies and/or notes to the accounts. The key areas are summarised below; |
Judgements in applying accounting policies |
- The directors must judge whether all of the conditions required for the turnover to be recognised in profit and loss for the financial year, as set out in revenue note above, have been met. |
Sources of estimation uncertainty |
- Bad debt provision is reviewed on a client by client basis and estimated based on the likelihood of debt being recovered. |
- Depreciation and amortisation rates are based on estimates of the useful economic lives and residual values of the assets involved. |
Revenue |
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: |
Revenue from a contract to provide services is recognised in the period in which the services are provided. |
TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets under the cost model, other than investment properties, are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
Depreciation is charged so as to allocate the cost of the assets less their residual value over their estimated useful economic lives, using the straight-line method. |
Depreciation is provided on the following basis; |
Office equipment - 33% straight line |
The assets' residual values, useful economic lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive income. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Creditors |
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Operating leases |
Rentals paid under operating leases are charged to the Statement of Comprehensive income on a straight line basis over the lease term. |
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the period until the date the rent is expected to be adjusted to the prevailing market rate. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022 |
2. | ACCOUNTING POLICIES - continued |
Provisions for liabilities |
Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit and a reliable estimate can be made of the amount of the obligation. |
Provisions are charged as an expense to the Statement of Comprehensive income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. |
When payments are eventually made, they are charged to the provision carried in the Balance Sheet. |
Going concern |
The company has made the decision to cease trading and will transfer the remaining business to a fellow group company effective 29 January 2022. The directors have therefore considered it appropriate to prepare the financial statements on a basis other than going concern. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the period was |
4. | OPERATING (LOSS)/PROFIT |
The operating loss (2021 - operating profit) is stated after charging: |
Period | Period |
31.1.21 | 2.2.20 |
to | to |
29.1.22 | 30.1.21 |
£ | £ |
Depreciation - owned assets |
5. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
£ |
COST |
At 31 January 2021 |
Disposals | ( |
) |
At 29 January 2022 |
DEPRECIATION |
At 31 January 2021 |
Eliminated on disposal | ( |
) |
At 29 January 2022 |
NET BOOK VALUE |
At 29 January 2022 |
At 30 January 2021 |
TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
VAT |
Deferred tax asset |
Accelerated capital allowances | - | 134 |
Prepayments and accrued income |
Trade debtors are stated after a provision of £1,500 (2020 - £1,500). |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Taxation and social security |
Other creditors |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
Ordinary | £1 | 1 | 1 |
9. | RELATED PARTY DISCLOSURES |
As a wholly owned subsidiary of Fidelis Holdings Limited, the company is exempt from the requirements of FRS 102 to disclose transactions with other member of the group of companies headed by Fidelis Holdings Limited on the grounds that consolidated accounts are publicly available from Companies House. |
10. | ULTIMATE CONTROLLING PARTY |
The ultimate parent undertaking of this company is Fidelis Holdings Limited. |
Fidelis Holdings Limited is the company's controlling related party by virtue of its 100% shareholding in Freshlinc Group Limited, which in turn owns 100% of the share capital in Topup Resources Limited. The Board of Directors of Fidelis Holdings Limited are considered to be the company's ultimate controlling related party by virtue of of their directorships of and shareholdings in Fidelis Holdings Limited, the ultimate parent undertaking. |