Company registration number 03911109 (England and Wales)
GOLDENCRESS ASSOCIATES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
GOLDENCRESS ASSOCIATES LIMITED
COMPANY INFORMATION
Directors
Mr N Reynolds
Mr G Hogg
Company number
03911109
Registered office
Leopold Works
Hainge Road
Tividale
Oldbury
West Midlands
B69 2NZ
Auditor
Jerroms GCN Limited
West Point, Second Floor
Mucklow Office Park
Mucklow Hill
Halesowen
B62 8DY
GOLDENCRESS ASSOCIATES LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Income statement
7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 14
GOLDENCRESS ASSOCIATES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 1 -
The directors present the strategic report for the year ended 31 March 2023.
Review of the business
The Directors consider the results for the year to be acceptable.
Mr N Reynolds
Director
25 August 2023
GOLDENCRESS ASSOCIATES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 March 2023.
Principal activities
The principal activity of the company in the year of review was that of a holding company.
Results and dividends
An interim dividend of £28.53 per share on the Ordinary A £1 shares was paid on 31 March 2023. The directors recommend that no final dividend be paid on these shares.
No interim dividend was paid on the Ordinary B £1 shares. The directors recommend that no final dividend be paid on these shares.
No interim dividend was paid on the Ordinary C £1 shares. The directors recommend that no final dividend be paid on these shares.
The total distribution of dividends for the year ended 31 March 2023 will be £291,030.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr N Reynolds
Mr G Hogg
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 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.
GOLDENCRESS ASSOCIATES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 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 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.
On behalf of the board
Mr N Reynolds
Director
25 August 2023
GOLDENCRESS ASSOCIATES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GOLDENCRESS ASSOCIATES LIMITED
- 4 -
Opinion
We have audited the financial statements of Goldencress Associates Limited (the 'company') for the year ended 31 March 2023 which comprise the income statement, the statement of comprehensive income, the statement of financial position, 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 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 31 March 2023 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
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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon.
The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
GOLDENCRESS ASSOCIATES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOLDENCRESS ASSOCIATES LIMITED
- 5 -
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 strategic report and the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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.
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.
GOLDENCRESS ASSOCIATES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOLDENCRESS ASSOCIATES LIMITED
- 6 -
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 and the industry in which it operates, we identified that principle risks of non-compliance with laws and regulations related to breaches of waste management regulations in subsidiary companies and we considered the extent to which non-compliance might have a material effect on the financial statements. Additionally, we considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principle risks related to posting journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions. Audit procedures performed by the engagement team included:
Discussions with management and those charged with governance including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
Evaluation and testing of the operating effectiveness of management's entity level controls designed to prevent and deter irregularities;
Performing testing on month-end adjustments;
Incorporating unpredictability into the nature, timing and/or extent of our testing;
Challenging assumptions and judgements made by management in their significant accounting estimates;
Identifying and testing journal entries, in particular any journal entries posted by infrequent users or senior management posted with descriptions indicating a higher level of risk.
Whilst our audit did not identify any significant matters relating to the detection of irregularities including fraud, and despite the audit being planned and conducted in accordance with ISAs (UK), there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity would likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
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.
Mr Alan Edward Jones FCCA
Senior Statutory Auditor
For and on behalf of Jerroms GCN Limited
25 August 2023
Chartered Certified Accountants
Statutory Auditor
West Point, Second Floor
Mucklow Office Park
Mucklow Hill
Halesowen
B62 8DY
GOLDENCRESS ASSOCIATES LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2023
- 7 -
2023
2022
Notes
£
£
Interest receivable and similar income
291,030
249,900
Profit before taxation
291,030
249,900
Tax on profit
3
Profit for the financial year
291,030
249,900
GOLDENCRESS ASSOCIATES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
- 8 -
2023
2022
£
£
Profit for the year
291,030
249,900
Other comprehensive income
-
-
Total comprehensive income for the year
291,030
249,900
GOLDENCRESS ASSOCIATES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2023
31 March 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
5
49,000
49,000
Current assets
-
-
Creditors: amounts falling due within one year
7
(16,627)
(16,627)
Net current liabilities
(16,627)
(16,627)
Net assets
32,373
32,373
Capital and reserves
Called up share capital
9
21,760
21,760
Profit and loss reserves
10
10,613
10,613
Total equity
32,373
32,373
The financial statements were approved by the board of directors and authorised for issue on 25 August 2023 and are signed on its behalf by:
Mr N Reynolds
Mr G Hogg
Director
Director
Company Registration No. 03911109
GOLDENCRESS ASSOCIATES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2021
21,760
8,777
30,537
Year ended 31 March 2022:
Profit and total comprehensive income for the year
-
249,900
249,900
Dividends
4
-
(248,064)
(248,064)
Balance at 31 March 2022
21,760
10,613
32,373
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
291,030
291,030
Dividends
4
-
(291,030)
(291,030)
Balance at 31 March 2023
21,760
10,613
32,373
GOLDENCRESS ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 11 -
1
Accounting policies
Company information
Goldencress Associates Limited is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page.
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 £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Goldencress Holdings Limited. These consolidated financial statements are available from its registered office.
Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"
Group accounts
The financial statements contain information about Goldencress Associates Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Company Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Goldencress Holdings Limited, Leopold Works, Hainge Road, Tividale, Oldbury, B69 2NZ.
Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less provision for permanent diminution in value.
1.2
Financial instruments
GOLDENCRESS ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 12 -
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 company 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.
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 company’s contractual obligations expire or are discharged or cancelled.
1.3
Taxation
Taxation for the year 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 directly in equity.
Current tax
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.
GOLDENCRESS ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 13 -
1.4
The company issues equity-settled share-based payments to certain employees remunerated through N Smith & Company Limited.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
3
Taxation
Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 March 2023 nor for the year ended 31 March 2022.
4
Dividends
2023
2022
2023
2022
Per share
Per share
Total
Total
1
1
£
£
Ordinary A
Final paid
28.53
24.32
291,030
248,064
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
49,000
49,000
6
Subsidiaries
Details of the company's subsidiaries at 31 March 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
N. Smith & Company Limited
Hainge Road, Oldbury, West Midlands, B69 2NZ
Ordinary
100.00
N. Smith & Company Limited
As above
Ordinary A
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
N. Smith & Company Limited
4,003,283
987,049
GOLDENCRESS ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 14 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
16,627
16,627
Amounts owed to group undertakings do not bear interest, are unsecured and are repayable on demand.
8
Secured debts
A Guarantee dated 6 April 2000 has been given to NatWest Bank Plc in respect of N Smith & Company Limited.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of £1 each
10,200
10,200
10,200
10,200
Ordinary B of £1 each
9,800
9,800
9,800
9,800
Ordinary C of £1 each
1,760
1,760
1,760
1,760
21,760
21,760
21,760
21,760
10
Profit and loss reserves
2023
2022
£
£
At the beginning of the year
10,613
8,777
Profit for the year
291,030
249,900
Dividends declared and paid in the year
(291,030)
(248,064)
At the end of the year
10,613
10,613
12
Parent company
The ultimate parent undertaking is Goldencress Holdings Limited, whose registered address is Leopold Works, Hainge Road, Tividale, Oldbury, West Midlands, B69 2NZ.
13
Auditor liability limitation agreement
The company has, by resolution, waived the need for annual approval of the auditors' limited liability, which has been set set at £2,000,000 within the letter of engagement dated 25 August 2023. This approval has been confirmed in the letter of representation dated 25 August 2023.
2023-03-312022-04-01falseCCH SoftwareCCH Accounts Production 2023.300Mr N ReynoldsMr G Hoggfalse039111092022-04-012023-03-3103911109bus:Director12022-04-012023-03-3103911109bus:Director22022-04-012023-03-3103911109bus:RegisteredOffice2022-04-012023-03-31039111092023-03-31039111092021-04-012022-03-3103911109core:RetainedEarningsAccumulatedLosses2021-04-012022-03-3103911109core:RetainedEarningsAccumulatedLosses2022-04-012023-03-31039111092022-03-3103911109core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-3103911109core:CurrentFinancialInstrumentscore:WithinOneYear2022-03-3103911109core:ShareCapital2023-03-3103911109core:ShareCapital2022-03-3103911109core:RetainedEarningsAccumulatedLosses2023-03-3103911109core:RetainedEarningsAccumulatedLosses2022-03-3103911109core:ShareCapital2021-03-3103911109core:RetainedEarningsAccumulatedLosses2021-03-3103911109core:ShareCapitalOrdinaryShares2023-03-3103911109core:ShareCapitalOrdinaryShares2022-03-3103911109core:RetainedEarningsAccumulatedLosses2022-03-3103911109bus:OrdinaryShareClass12022-04-012023-03-3103911109bus:OrdinaryShareClass12021-04-012022-03-310391110912022-04-012023-03-3103911109core:CurrentFinancialInstruments2023-03-3103911109core:CurrentFinancialInstruments2022-03-3103911109bus:PrivateLimitedCompanyLtd2022-04-012023-03-3103911109bus:FRS1022022-04-012023-03-3103911109bus:Audited2022-04-012023-03-3103911109bus:FullAccounts2022-04-012023-03-31xbrli:purexbrli:sharesiso4217:GBP