Company Registration No. 06338066 (England and Wales)
PDS GROUP HOLDINGS LIMITED
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2021
PDS GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr L J Kiely
Mr S D Kiely
Mr M Thorneycroft
Company number
06338066
Registered office
Logistics House
Portway Road
Oldbury
West Midlands
United Kingdom
B69 2BP
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
Bankers
Lloyds Bank Plc
111 Walsall Street
Wednesbury
WS10 9BY
PDS GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4
Statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 33
PDS GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 1 -

The directors present the strategic report for the year ended 30 November 2021.

Fair review of the business

The group's turnover increased during the year from £7,807,736 for the year ended 30th November 2020 to £10,667,295 for the year ended 30th November 2021.

 

The group made a profit before tax of £699,076 in the year ended 30th November 2021 compared to a profit before tax of £593,845 in 30th November 2020.

 

The group's net assets have increased from £2,436,716 as at 30th November 2020 to £2,797,441 as at 30th November 2021.

 

The directors believe that the group is continuing to grow and remains profitable due to the focus on retaining the experienced and highly valuable drivers who continue to deliver an excellent service to customers.

Principal risks and uncertainties

The principal risks to the group is the shortage of skilled drivers in the labour market and increasing fuel costs. The directors will endeavour to monitor the impact of these issues by reviewing financial management information on a regular basis to determine what the impact on cash flow may be and will continue to develop its relationship with the bank to provide ongoing short term and long term finance to the company when needed.

Key performance indicators

The group monitors its performance against a number of criteria. These include the growth in the volume and value of sales, profitability, cash balances and net asset position on the balance sheet.

A gross profit margin of 27% (2020:26%) has been achieved in the period. The group's balance sheet shows a strong net assets position.

On behalf of the board

Mr S D Kiely
Director
17 August 2022
PDS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 2 -

The directors present their annual report and financial statements for the year ended 30 November 2021.

Principal activities

The principal activity of the company continued to be that of a holding company and the rental of property to a group company.

 

The principal activity of the group continued to be that of haulage logistic and transport contractors.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £232,400 (2020 - £163,560). The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr L J Kiely
Mr S D Kiely
Mr M Thorneycroft
Future developments

The group has no plans to significantly change the way the company will operate in the future.

Auditor

The auditors, Ormerod Rutter Limited, will be proposed for re-appointment in accordance with Section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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:

 

 

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.

PDS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 3 -
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
Mr S D Kiely
Director
17 August 2022
PDS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PDS GROUP HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of PDS Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2021 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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:

 

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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.

PDS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PDS GROUP HOLDINGS LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

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 where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Based on our understanding of the company, we identified the principle risks of non-compliance with laws and regulations including those that have a direct impact on the preparation of financial statements such as the Companies Act 2006, and the extent to which non-compliance might have a material effect on the financial statements. Audit procedures performed included discussions with management, testing of journals, designing and performing audit procedures and challenging assumptions and judgements made by management.

 

There are inherent limitations in the audit procedures described above. We are likely to become aware of instances of non-compliance with laws and regulations which are not closely related to events and transactions reflected in the financial statements. Also, 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 deliberate concealment by, for example, forgery, intentional misstatement or through collusion.

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.

PDS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PDS GROUP HOLDINGS LIMITED
- 6 -

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

•    reading the minutes of meetings of those charged with governance; and

•    enquiring of management as to actual and potential litigation and claims

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.

Peter Ormerod FCA (Senior Statutory Auditor)
For and on behalf of Ormerod Rutter Limited
19 August 2022
Chartered Accountants
Statutory Auditor
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
PDS GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 7 -
2021
2020
Notes
£
£
Turnover
3
10,667,295
7,807,736
Cost of sales
(7,832,211)
(5,815,220)
Gross profit
2,835,084
1,992,516
Administrative expenses
(2,111,161)
(1,445,596)
Other operating income
50,262
107,852
Operating profit
4
774,185
654,772
Income from participating interests
8
(906)
(1,690)
Other interest receivable and similar income
8
301
35
Interest payable and similar expenses
7
(74,504)
(59,272)
Profit before taxation
699,076
593,845
Tax on profit
9
(105,951)
(81,155)
Profit for the financial year
24
593,125
512,690
Other comprehensive income
Currency translation differences
-
0
17
Total comprehensive income for the year
593,125
512,707
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

PDS GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 NOVEMBER 2021
30 November 2021
- 8 -
2021
2020
Notes
£
£
£
£
Fixed assets
Goodwill
11
18,792
29,792
Tangible assets
12
3,708,666
3,542,084
Investments
13
1
1
3,727,459
3,571,877
Current assets
Debtors
16
2,382,181
2,106,646
Cash at bank and in hand
800,172
651,933
3,182,353
2,758,579
Creditors: amounts falling due within one year
17
(2,805,334)
(2,606,582)
Net current assets
377,019
151,997
Total assets less current liabilities
4,104,478
3,723,874
Creditors: amounts falling due after more than one year
18
(1,175,884)
(1,222,260)
Provisions for liabilities
Deferred tax liability
21
131,153
64,898
(131,153)
(64,898)
Net assets
2,797,441
2,436,716
Capital and reserves
Called up share capital
23
13,000
13,000
Share premium account
24
196,997
196,997
Capital redemption reserve
24
10,213
10,213
Profit and loss reserves
24
2,577,231
2,216,506
Total equity
2,797,441
2,436,716
The financial statements were approved by the board of directors and authorised for issue on 17 August 2022 and are signed on its behalf by:
17 August 2022
Mr S D Kiely
Director
PDS GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2021
30 November 2021
- 9 -
2021
2020
Notes
£
£
£
£
Fixed assets
Tangible assets
12
3,708,662
3,542,084
Investments
13
20,410
20,410
3,729,072
3,562,494
Current assets
Debtors
16
346,942
216,142
Cash at bank and in hand
65,371
27,480
412,313
243,622
Creditors: amounts falling due within one year
17
(429,118)
(464,663)
Net current liabilities
(16,805)
(221,041)
Total assets less current liabilities
3,712,267
3,341,453
Creditors: amounts falling due after more than one year
18
(1,105,051)
(1,131,427)
Provisions for liabilities
Deferred tax liability
21
131,153
64,898
(131,153)
(64,898)
Net assets
2,476,063
2,145,128
Capital and reserves
Called up share capital
23
13,000
13,000
Share premium account
24
196,997
196,997
Capital redemption reserve
24
10,213
10,213
Profit and loss reserves
24
2,255,853
1,924,918
Total equity
2,476,063
2,145,128

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £563,335 (2020 - £387,240 profit).

The financial statements were approved by the board of directors and authorised for issue on 17 August 2022 and are signed on its behalf by:
17 August 2022
Mr S D Kiely
Director
Company Registration No. 06338066
PDS GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 10 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 December 2019
13,000
196,997
10,213
1,867,359
2,087,569
Year ended 30 November 2020:
Profit for the year
-
-
-
512,690
512,690
Other comprehensive income:
Currency translation differences
-
-
-
17
17
Total comprehensive income for the year
-
-
-
512,707
512,707
Dividends
10
-
-
-
(163,560)
(163,560)
Balance at 30 November 2020
13,000
196,997
10,213
2,216,506
2,436,716
Year ended 30 November 2021:
Profit and total comprehensive income for the year
-
-
-
593,125
593,125
Dividends
10
-
-
-
(232,400)
(232,400)
Balance at 30 November 2021
13,000
196,997
10,213
2,577,231
2,797,441
PDS GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 December 2019
13,000
196,997
10,213
1,701,238
1,921,448
Year ended 30 November 2020:
Profit and total comprehensive income for the year
-
-
-
387,240
387,240
Dividends
10
-
-
-
(163,560)
(163,560)
Balance at 30 November 2020
13,000
196,997
10,213
1,924,918
2,145,128
Year ended 30 November 2021:
Profit and total comprehensive income for the year
-
-
-
563,335
563,335
Dividends
10
-
-
-
(232,400)
(232,400)
Balance at 30 November 2021
13,000
196,997
10,213
2,255,853
2,476,063
PDS GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 12 -
2021
2020
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
1,082,524
1,038,308
Interest paid
(74,504)
(59,272)
Income taxes paid
(46,260)
(2,913)
Net cash inflow from operating activities
961,760
976,123
Investing activities
Purchase of tangible fixed assets
(583,990)
(42,336)
Proceeds on disposal of tangible fixed assets
83,131
15,125
Receipts from associates
-
1,639
Receipts arising from loans made
(24,675)
-
Interest received
301
35
Other income received from investments
(906)
(1,690)
Net cash used in investing activities
(526,139)
(27,227)
Financing activities
Repayment of bank loans
(166,193)
11,647
Payment of finance leases obligations
111,211
(255,373)
Dividends paid to equity shareholders
(232,400)
(163,560)
Net cash used in financing activities
(287,382)
(407,286)
Net increase in cash and cash equivalents
148,239
541,610
Cash and cash equivalents at beginning of year
651,933
110,323
Cash and cash equivalents at end of year
800,172
651,933
PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 13 -
1
Accounting policies
Company information

PDS Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales.

 

The registered office is Logistics House, Portway Road, Oldbury, West Midlands, B69 2BP.

 

The group consists of PDS Group Holdings Limited and all of its subsidiaries.

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 £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company PDS Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 November 2021. 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.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
1
Accounting policies
(Continued)
- 14 -

The individual financial statements of the parent and its subsidiaries used in the preparation of the consolidated financial statements are prepared as of the same reporting date, and for the same reporting period, except in the case of PDS Direct BV where it is impracticable to do so. Where the reporting date and reporting period of a subsidiary is not the same as the parent’s reporting date and reporting period, the consolidated financial statements are made up from the financial statements of the subsidiary as of its last reporting date nearest the parent’s reporting date, which is only one month out from the parent's reporting date, adjusted for the effects of significant transactions or events that occur between the date of those financial statements and the date of the consolidated financial statements.

 

This is a departure of the requirements of both FRS 102 and Companies Act 2006, which require that in such instances the financial statements of a subsidiary used in the consolidation be for the subsidiary's financial year ending last before the end of the parents, whereas the financial statements used for PDS Direct BV is those for one month after the financial year end of the parent. PDS Direct BV has a different financial year end in order for it to have the same financial year end of its 50% owned associated undertaking, which shares the same financial year end of the other 50% owner. The directors consider this to be necessary to depart from the requirements of both FRS 102 and Companies Act 2006 in order for the consolidated financial statements to show a true and fair view. In all other aspects, the requirements of FRS 102 and Companies Act 2006 have been complied with.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for 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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
1
Accounting policies
(Continued)
- 15 -
1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computer software
33% on cost
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:

Freehold land and buildings
2% on cost
Freehold property improvements
5% on cost
Fixtures and fittings
33% on cost and 15% on reducing balance
Computer equipment
33% on cost
Motor vehicles
25% on reducing balance

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.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

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.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
1
Accounting policies
(Continued)
- 16 -

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
1
Accounting policies
(Continued)
- 17 -
1.10
Cash at bank and in hand

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.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
1
Accounting policies
(Continued)
- 18 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
1
Accounting policies
(Continued)
- 19 -
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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
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.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
1
Accounting policies
(Continued)
- 20 -
1.18
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.

1.19
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 are included in the profit and loss account for the period, except where they relate to overseas subsidiaries or associates which are instead included in other comprehensive income.

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Depreciation of tangible fixed assets

The carrying value of tangible fixed assets is dependent on both the annual depreciation charge and any provisions for impairment.

 

The annual depreciation charge for tangible fixed assets is sensitive to changes in useful economic lives, which are reassessed annually, is based on physical condition, economic utilisation, schedule of repairs and renovation and, where relevant, technical advancements.

 

The accounting policies for depreciation of tangible fixed assets can be found in note 1 and the carrying value of tangible fixed assets can be found in note 12.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 21 -
3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2021
2020
£
£
Turnover analysed by class of business
Haulage and warehouse services
10,667,294
7,807,736
Analysis per statutory database
10,667,294
7,807,736
Statutory database analysis does not agree to the trial balance by:
1
-
2021
2020
£
£
Other significant revenue
Interest income
301
35
Grants received
50,262
107,852
4
Operating profit
2021
2020
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
981
(20,891)
Government grants
(50,262)
(107,852)
Depreciation of owned tangible fixed assets
126,644
115,642
Depreciation of tangible fixed assets held under finance leases
166,814
183,050
Loss on disposal of tangible fixed assets
40,822
20,279
Amortisation of intangible assets
11,000
11,000
Operating lease charges
15,375
15,375
5
Auditor's remuneration
2021
2020
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
16,275
15,500
For other services
Other taxation services
630
600
All other non-audit services
6,825
6,500
7,455
7,100
PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 22 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2021
2020
2021
2020
Number
Number
Number
Number
Employees
96
83
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2021
2020
2021
2020
£
£
£
£
Wages and salaries
2,640,256
2,193,968
-
0
-
0
Social security costs
235,737
197,768
-
0
-
0
Pension costs
69,928
55,674
-
0
-
0
2,945,921
2,447,410
-
0
-
0
7
Interest payable and similar expenses
2021
2020
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
50,973
37,755
Other finance costs:
Interest on finance leases and hire purchase contracts
23,544
21,051
Other interest
(13)
466
Total finance costs
74,504
59,272
PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 23 -
8
Interest receivable and similar income
2021
2020
£
£
Interest income
Other interest income
301
35
Income from fixed asset investments
Income from participating interests - associates
(906)
(1,690)
Total income
(605)
(1,655)
Disclosed on the profit and loss account as follows:
Income from participating interests
(906)
(1,690)
Other interest receivable and similar income
301
35
(605)
(1,655)
9
Taxation
2021
2020
£
£
Current tax
UK corporation tax on profits for the current period
63,296
130,055
Adjustments in respect of prior periods
(24,892)
(83,794)
Total current tax
38,404
46,261
Deferred tax
Origination and reversal of timing differences
67,547
34,894
Total tax charge
105,951
81,155
PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
9
Taxation
(Continued)
- 24 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2021
2020
£
£
Profit before taxation
699,076
593,845
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2020: 19.00%)
132,824
112,831
Tax effect of expenses that are not deductible in determining taxable profit
25,055
5,001
Tax effect of income not taxable in determining taxable profit
(60,825)
(40,816)
Adjustments in respect of prior years
(24,892)
-
0
Double tax relief
(647)
-
0
Group relief
(74,365)
-
0
Deferred tax adjustments in respect of prior years
1,292
-
0
Depreciation in excess of/(less than) capital allowances
-
0
(15,823)
Taxable losses carried forward in overseas subsidiaires
64,024
19,962
Use/(increase) of taxable losses carried forward in overseas subsidiaires
43,485
-
0
Taxation charge
105,951
81,155
10
Dividends
2021
2020
Recognised as distributions to equity holders:
£
£
Final paid
232,400
127,560
Interim paid
-
36,000
232,400
163,560
PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 25 -
11
Intangible fixed assets
Group
Goodwill
Computer software
Total
£
£
£
Cost
At 1 December 2020 and 30 November 2021
110,000
24,812
134,812
Amortisation and impairment
At 1 December 2020
80,208
24,812
105,020
Amortisation charged for the year
11,000
-
0
11,000
At 30 November 2021
91,208
24,812
116,020
Carrying amount
At 30 November 2021
18,792
-
0
18,792
At 30 November 2020
29,792
-
0
29,792
Company
Computer software
£
Cost
At 1 December 2020 and 30 November 2021
24,812
Amortisation and impairment
At 1 December 2020 and 30 November 2021
24,812
Carrying amount
At 30 November 2021
-
0
At 30 November 2020
-
0
PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 26 -
12
Tangible fixed assets
Group
Freehold land and buildings
Freehold property improvements
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 December 2020
3,588,840
36,366
344,726
43,766
1,216,691
5,230,389
Additions
-
0
28,451
18,361
8,848
528,330
583,990
Disposals
-
0
-
0
-
0
-
0
(319,306)
(319,306)
At 30 November 2021
3,588,840
64,817
363,087
52,614
1,425,715
5,495,073
Depreciation and impairment
At 1 December 2020
789,545
14,225
214,227
28,773
641,532
1,688,302
Depreciation charged in the year
71,777
2,103
20,882
14,018
184,678
293,458
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(195,353)
(195,353)
At 30 November 2021
861,322
16,328
235,109
42,791
630,857
1,786,407
Carrying amount
At 30 November 2021
2,727,518
48,489
127,978
9,823
794,858
3,708,666
At 30 November 2020
2,799,295
22,140
130,499
14,992
575,158
3,542,084
PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
12
Tangible fixed assets
(Continued)
- 27 -
Company
Freehold land and buildings
Freehold property improvements
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 December 2020
3,588,840
36,365
344,726
43,766
1,216,689
5,230,386
Additions
-
0
28,451
18,361
8,848
528,330
583,990
Disposals
-
0
-
0
-
0
-
0
(319,306)
(319,306)
At 30 November 2021
3,588,840
64,816
363,087
52,614
1,425,713
5,495,070
Depreciation and impairment
At 1 December 2020
789,545
14,225
214,227
28,774
641,532
1,688,303
Depreciation charged in the year
71,777
2,103
20,882
14,018
184,678
293,458
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(195,353)
(195,353)
At 30 November 2021
861,322
16,328
235,109
42,792
630,857
1,786,408
Carrying amount
At 30 November 2021
2,727,518
48,488
127,978
9,822
794,856
3,708,662
At 30 November 2020
2,799,295
22,140
130,499
14,992
575,158
3,542,084

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2021
2020
2021
2020
£
£
£
£
Motor vehicles
694,177
542,474
694,177
542,474
13
Fixed asset investments
Group
Company
2021
2020
2021
2020
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
20,410
20,410
Investments in associates
15
1
1
-
0
-
0
1
1
20,410
20,410
PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
13
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Group
Shares in participating interests
£
Cost or valuation
At 1 December 2020 and 30 November 2021
1
Carrying amount
At 30 November 2021
1
At 30 November 2020
1
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 1 December 2020 and 30 November 2021
20,410
Carrying amount
At 30 November 2021
20,410
At 30 November 2020
20,410
14
Subsidiaries

Details of the company's subsidiaries at 30 November 2021 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
-
-
Panic Deliveries Limited
England & Wales
ordinary A, B & C
100.00
-
PDS Direct B.V.
The Netherlands
ordinary
0
100.00
PDS Direct Limited
England & Wales
ordinary
100.00
-

The registered office of both Panic Deliveries Limited and PDS Direct Limited is Logistics House, Portway Road, Oldbury, West Midlands, B69 2BP.

 

The registered office of PDS Direct BV is Mispelhoefstraat 11, 5651 GK, Eindhoven, Netherlands.

 

The latest set of financial statements of PDS Direct BV are prepared to the year ended 31st December 2021.

 

All other subsidiaries have financial statements prepared to the year ended 30th November 2021.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 29 -
15
Associates

Details of associates at 30 November 2021 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Fritz B.V.
The Netherlands
non-trading
ordinary
0
50

The registered office of Frits B.V. is Kromstraat 13 G, 5504 BA, Veldhoven, Netherlands.

 

The latest set of financial statements of Frits BV are prepared to the year ended 31st December 2021.

16
Debtors
Group
Company
2021
2020
2021
2020
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,961,539
1,641,876
1,440
-
0
Corporation tax recoverable
24,926
83,829
-
0
-
0
Amounts owed by group undertakings
-
-
282,481
181,885
Other debtors
340,545
306,787
32,982
3,960
Prepayments and accrued income
54,988
72,679
30,039
30,297
2,381,998
2,105,171
346,942
216,142
Deferred tax asset (note 21)
183
1,475
-
0
-
0
2,382,181
2,106,646
346,942
216,142
17
Creditors: amounts falling due within one year
Group
Company
2021
2020
2021
2020
Notes
£
£
£
£
Bank loans and overdrafts
19
184,096
174,717
164,096
165,550
Obligations under finance leases
20
202,012
219,997
202,012
219,997
Trade creditors
772,195
440,739
46,152
30,211
Amounts due to group undertakings
-
0
-
0
-
0
4,852
Amounts due to associates
-
0
3,473
-
0
-
0
Corporation tax payable
63,296
130,055
-
0
-
0
Other taxation and social security
231,656
435,398
-
4,283
Other creditors
1,268,418
1,122,461
-
0
27,325
Accruals and deferred income
83,661
79,742
16,858
12,445
2,805,334
2,606,582
429,118
464,663
PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 30 -
18
Creditors: amounts falling due after more than one year
Group
Company
2021
2020
2021
2020
Notes
£
£
£
£
Bank loans and overdrafts
19
956,911
1,132,483
886,078
1,041,650
Obligations under finance leases
20
218,973
89,777
218,973
89,777
1,175,884
1,222,260
1,105,051
1,131,427

Bank loans with remaining repayment periods over 5 years include a bank loan with monthly repayments of £4,101 and interest charged at 5.25%.

19
Loans and overdrafts
Group
Company
2021
2020
2021
2020
£
£
£
£
Bank loans
1,141,007
1,307,200
1,050,174
1,207,200
Payable within one year
184,096
174,717
164,096
165,550
Payable after one year
956,911
1,132,483
886,078
1,041,650

Lloyds Bank and Lloyds Bank Commercial Finance both hold fixed and floating charges over all assets and operations of the company. Lloyds Bank also holds a guarantee and set off agreement whereby that any cash held by the company with Lloyds Bank is used as security against the loans of other group companies with Lloyds Bank.

20
Finance lease obligations
Group
Company
2021
2020
2021
2020
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
202,012
219,997
202,012
219,997
In two to five years
218,973
89,777
218,973
89,777
420,985
309,774
420,985
309,774

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 31 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2021
2020
2021
2020
Group
£
£
£
£
Accelerated capital allowances
131,153
64,898
183
1,475
Liabilities
Liabilities
Assets
Assets
2021
2020
2021
2020
Company
£
£
£
£
Accelerated capital allowances
131,153
64,898
-
-
Group
Company
2021
2021
Movements in the year:
£
£
Liability at 1 December 2020
63,423
64,898
Charge to profit or loss
67,547
66,255
Liability at 30 November 2021
130,970
131,153

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

22
Retirement benefit schemes
2021
2020
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
69,928
55,674

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.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 32 -
23
Share capital
Group and company
2021
2020
Ordinary share capital
£
£
Issued and fully paid
3,250 Ordinary A Shares of £1 each
3,250
3,250
2,600 Ordinary B Shares of £1 each
2,600
2,600
650 Ordinary C Shares of £1 each
650
650
3,250 Ordinary D Shares of £1 each
3,250
3,250
2,600 Ordinary E Shares of £1 each
2,600
2,600
650 Ordinary F Shares of £1 each
650
650
13,000
13,000

All classes of shares rank parri passu in all respects but constitute separate classes of shares.

24
Reserves
Share premium

The share premium reserve is a statutory, non-distributable reserve formed from the premium paid for shares issued above their nominal value.

Capital redemption reserve

The capital redemption reserve is a statutory, non-distributable reserve into which amounts were transferred following the redemption or purchase of the company's own shares.

25
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
2021
2020
2021
2020
£
£
£
£
Within one year
313,195
132,883
-
-
Between two and five years
583,143
21,624
-
-
896,338
154,507
-
-
26
Directors' transactions

Dividends totalling £232,400 (2020 - £163,560) were paid in the year in respect of shares held by the company's directors.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 33 -
27
Cash generated from group operations
2021
2020
£
£
Profit for the year after tax
593,125
512,690
Adjustments for:
Taxation charged
105,951
81,155
Finance costs
74,504
59,272
Investment income
605
1,655
Loss on disposal of tangible fixed assets
40,822
20,279
Amortisation and impairment of intangible assets
11,000
11,000
Depreciation and impairment of tangible fixed assets
293,458
298,692
Movements in working capital:
(Increase)/decrease in debtors
(311,058)
92,034
Increase/(decrease) in creditors
274,117
(38,469)
Cash generated from operations
1,082,524
1,038,308

Non-cash transactions

 

Tangible fixed asset additions acquired under finance leases totalling £326,102 (2020 - £291,977) have been treated as non-cash transactions in the consolidated cash flow statement.

 

Share of losses of associates totalling £nil (2020 - £339) have been treated as non-cash transactions in the consolidated cash flow statement.

28
Analysis of changes in net debt - group
1 December 2020
Cash flows
30 November 2021
£
£
£
Cash at bank and in hand
651,933
148,239
800,172
Borrowings excluding overdrafts
(1,307,200)
166,193
(1,141,007)
Obligations under finance leases
(309,774)
(111,211)
(420,985)
(965,041)
203,221
(761,820)
29
Analysis of changes in net debt - company
1 December 2020
Cash flows
30 November 2021
£
£
£
Cash at bank and in hand
27,480
37,891
65,371
Borrowings excluding overdrafts
(1,207,200)
157,026
(1,050,174)
Obligations under finance leases
(309,774)
(111,211)
(420,985)
(1,489,494)
83,706
(1,405,788)
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