REGISTERED NUMBER: 11575154 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2023 |
FOR |
STEWARTS HOLDINGS (UK) LIMITED |
REGISTERED NUMBER: 11575154 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2023 |
FOR |
STEWARTS HOLDINGS (UK) LIMITED |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 3 |
Report of the Independent Auditors | 4 |
Consolidated Income Statement | 8 |
Consolidated Other Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 17 |
STEWARTS HOLDINGS (UK) LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30 APRIL 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
161 Newhall Street |
Birmingham |
B3 1SW |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 APRIL 2023 |
The director presents his strategic report of the company and the group for the year ended 30 April 2023. |
REVIEW OF BUSINESS |
The results of the group for the year ending 30 April 2023 showed a net loss of £50,353 (2022: £140,939 profit) and turnover of £19.6 million (2022: £18.6 million). |
During the year the group faced a number of challenges with the rise in inflation; higher transport costs due to the increase in fuel prices; the continued shortage of skilled labour; and Brexit and the war in Ukraine affecting the supply of materials and spare parts. |
The group's customer base is principally house builders, but has a strong and growing domestic market for servicing and maintenance. The group is pleased with the overall performance of the business this year, although has felt the pressures on gross margin due to the extreme nature of the competitiveness within the house building sector. Relationships with clients and suppliers remain strong, with regular communication key to minimising financial risk and successful operational delivery. |
The management team remain optimistic about the future prospects of the business despite the looming threat of inflation and the energy crisis. Efficiencies have been introduced and continue to be driven throughout the business whilst maintaining a good reputation within the house building sector. The management team feel the group has the flexibility to withstand any changes whilst having a firm control of costs. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The risks associated with the business primarily revolve around the level of activity in the housing market, which has a direct impact on the core business of the group. Retentions withheld as part of contractual obligations is also a risk inherent in this type of business as it involves a portion of payment being withheld by a number of key clients for up to two years from the completion of the contract. |
The current economic climate is a risk due to its trading activity in the construction industry. Consequently the group continues to monitor these situations closely and will react accordingly. |
KEY PERFORMANCE INDICATORS ("KPI") |
The main KPIs for the group are discussed below. |
A key indicator is the gross profit percentage (being the ratio of gross profit to turnover) which has decreased to 10.18% (2022: 11.4%), which moved the margin back to historical levels. The operating profit percentage (being the ratio of operating profit to turnover) has fallen to 0.27% (2022: 1.5%). |
Another KPI is the EBITDA percentage (being the ratio of profit on ordinary activities before interest, taxation, depreciation and amortisation to turnover) which has fallen slightly to 1.53% (2022: 2.9%), reflecting the group's strategy of investment for future growth and the challenging market it faces. |
The group is monitoring these KPI's closely and continues to find efficiencies in all divisions to help improve these indicators. |
ON BEHALF OF THE BOARD: |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 30 APRIL 2023 |
The director presents his report with the financial statements of the company and the group for the year ended 30 April 2023. |
DIVIDENDS |
Total distributions of dividends for the period ended 30 April 2023 was £70,796 (2022: £79,931). |
DIRECTOR |
I S Jamison has an interest in 4,735 Ordinary shares of £0.10 each, 5,550 A Ordinary shares of £0.10 each and 350,625 Preference shares of £1.00 each in the company. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
STEWARTS HOLDINGS (UK) LIMITED |
Opinion |
We have audited the financial statements of Stewarts Holdings (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 30 April 2023 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's 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 the 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
STEWARTS HOLDINGS (UK) LIMITED |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is responsible for assessing the group's and 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
STEWARTS HOLDINGS (UK) LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector; |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; |
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and |
- investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- enquiring of management as to actual and potential litigation and claims; and |
- reviewing correspondence with HMRC and other relevant parties. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
STEWARTS HOLDINGS (UK) LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
161 Newhall Street |
Birmingham |
B3 1SW |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 2 | 19,716,831 | 18,612,154 |
Cost of sales | 17,709,976 | 16,489,921 |
GROSS PROFIT | 2,006,855 | 2,122,233 |
Administrative expenses | 2,054,712 | 1,862,638 |
(47,857 | ) | 259,595 |
Other operating income | - | 19,125 |
OPERATING (LOSS)/PROFIT | 4 | (47,857 | ) | 278,720 |
Interest payable and similar expenses | 5 | 50,270 | 43,639 |
(LOSS)/PROFIT BEFORE TAXATION | (98,127 | ) | 235,081 |
Tax on (loss)/profit | 6 | (3,965 | ) | 94,142 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (94,162 | ) | 140,939 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 30 APRIL 2023 |
2023 | 2022 |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE YEAR | (94,162 | ) | 140,939 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(94,162 |
) |
140,939 |
Total comprehensive income attributable to: |
Owners of the parent | (94,162 | ) | 140,939 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
CONSOLIDATED BALANCE SHEET |
30 APRIL 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 755,539 | 895,023 |
Tangible assets | 10 | 348,657 | 442,105 |
Investments | 11 | - | - |
1,104,196 | 1,337,128 |
CURRENT ASSETS |
Stocks | 12 | 628,689 | 526,810 |
Debtors | 13 | 3,375,461 | 3,744,659 |
Cash at bank and in hand | 1,637 | 3,256 |
4,005,787 | 4,274,725 |
CREDITORS |
Amounts falling due within one year | 14 | 4,562,366 | 4,817,036 |
NET CURRENT LIABILITIES | (556,579 | ) | (542,311 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
547,617 |
794,817 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(121,936 |
) |
(182,478 |
) |
PROVISIONS FOR LIABILITIES | 19 | (79,864 | ) | (101,564 | ) |
NET ASSETS | 345,817 | 510,775 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 733,750 | 733,750 |
Other reserves | 21 | 6,189 | 6,189 |
Retained earnings | 21 | (394,122 | ) | (229,164 | ) |
345,817 | 510,775 |
The financial statements were approved by the director and authorised for issue on 10 October 2023 and were signed by: |
I S Jamison - Director |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
COMPANY BALANCE SHEET |
30 APRIL 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 13 |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Other reserves | 21 |
Retained earnings | 21 |
Company's profit for the financial year | 70,796 | 79,931 |
The financial statements were approved by the director and authorised for issue on |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 APRIL 2023 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
Balance at 1 May 2021 | 733,750 | (290,172 | ) | 6,189 | 449,767 |
Changes in equity |
Dividends | - | (79,931 | ) | - | (79,931 | ) |
Total comprehensive income | - | 140,939 | - | 140,939 |
Balance at 30 April 2022 | 733,750 | (229,164 | ) | 6,189 | 510,775 |
Changes in equity |
Dividends | - | (70,796 | ) | - | (70,796 | ) |
Total comprehensive income | - | (94,162 | ) | - | (94,162 | ) |
Balance at 30 April 2023 | 733,750 | (394,122 | ) | 6,189 | 345,817 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 APRIL 2023 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
Balance at 1 May 2021 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 30 April 2022 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 30 April 2023 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (123,291 | ) | (518,194 | ) |
Interest paid | (42,878 | ) | (33,788 | ) |
Interest element of hire purchase or finance lease rental payments paid |
(7,392 |
) |
(9,851 |
) |
Tax paid | (15,729 | ) | (135,392 | ) |
Net cash from operating activities | (189,290 | ) | (697,225 | ) |
Cash flows from investing activities |
Purchase of tangible fixed assets | (35,990 | ) | (69,503 | ) |
Sale of tangible fixed assets | 55,016 | 8,850 |
Net cash from investing activities | 19,026 | (60,653 | ) |
Cash flows from financing activities |
Loan repayments in year | (54,695 | ) | (62,828 | ) |
Amount withdrawn by directors | (13,052 | ) | (59,192 | ) |
Equity dividends paid | (70,796 | ) | (79,931 | ) |
Net cash from financing activities | (138,543 | ) | (201,951 | ) |
Decrease in cash and cash equivalents | (308,807 | ) | (959,829 | ) |
Cash and cash equivalents at beginning of year |
2 |
(521,804 |
) |
438,025 |
Cash and cash equivalents at end of year |
2 |
(830,611 |
) |
(521,804 |
) |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2023 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
(Loss)/profit before taxation | (98,127 | ) | 235,081 |
Depreciation charges | 109,495 | 121,223 |
(Profit)/loss on disposal of fixed assets | (35,071 | ) | 3,996 |
Goodwill amortisation | 139,484 | 139,485 |
Finance costs | 50,270 | 43,639 |
166,051 | 543,424 |
(Increase)/decrease in stocks | (101,879 | ) | 10,142 |
Decrease/(increase) in trade and other debtors | 369,199 | (513,249 | ) |
Decrease in trade and other creditors | (556,662 | ) | (558,511 | ) |
Cash generated from operations | (123,291 | ) | (518,194 | ) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 30 April 2023 |
30.4.23 | 1.5.22 |
£ | £ |
Cash and cash equivalents | 1,637 | 3,256 |
Bank overdrafts | (832,248 | ) | (525,060 | ) |
(830,611 | ) | (521,804 | ) |
Year ended 30 April 2022 |
30.4.22 | 1.5.21 |
£ | £ |
Cash and cash equivalents | 3,256 | 438,025 |
Bank overdrafts | (525,060 | ) | - |
(521,804 | ) | 438,025 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2023 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.5.22 | Cash flow | At 30.4.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 3,256 | (1,619 | ) | 1,637 |
Bank overdrafts | (525,060 | ) | (307,188 | ) | (832,248 | ) |
(521,804 | ) | (308,807 | ) | (830,611 | ) |
Debt |
Debts falling due within 1 year | (54,695 | ) | (5,847 | ) | (60,542 | ) |
Debts falling due after 1 year | (182,478 | ) | 60,542 | (121,936 | ) |
(237,173 | ) | 54,695 | (182,478 | ) |
Total | (758,977 | ) | (254,112 | ) | (1,013,089 | ) |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2023 |
1. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 (FRS 102) "The Financial Reporting Standard applicable in the UK and Republic of Ireland", issued by the Financial Reporting Council and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, where required by FRS 102. |
Stewarts Holdings (UK) Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken exemption of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken in relation to presentation of a cashflow statement and remuneration of key personnel. |
Basis of consolidation |
The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 April each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. |
Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the group. All inter-group transactions, balances, income and expenses are eliminated on consolidation. |
Under S408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account. Its profit or loss for the period is shown on page 12 of the financial statements. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Turnover |
Income is recognised upon completion of agreed stages of installation. This includes retentions on completed work. Retentions not received are included in trade debtors. Those retentions which are judged irrecoverable are provided against or written off as bad debts. |
Goodwill |
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its useful economic life, which is ten years. Provision is made for any impairment. |
Tangible fixed assets |
Improvements to property | - |
Fixtures and fittings | - |
Motor vehicles | - |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
1. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Rentals paid under operating leases are charged to profit and loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit and loss in the period to which they relate. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet. |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
1. | ACCOUNTING POLICIES - continued |
Impairment of assets |
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss. |
For non-financial assets, the asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of the asset is the higher of its fair value less costs to sell and its value in use. |
For financial assets carried at amortised costs, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. |
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. |
Where indicators exist for the decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. |
Share-based payments |
The company issues equity-settled share options to certain employees within the group. Equity-settled share-based payment transactions are measured at fair value. Changes in fair value, consisting of share options issued in the year are treated as consideration for employment services and recognised as an expense in the year. On the exercise of the options, their value is transferred to profit and loss. |
Fair value is measured by use of a earnings valuation model which is considered by management to be the most appropriate method of valuation. |
The total value of options in issue but not exercised are contained within other reserves. Where options have been granted but not vested, the Director has estimated how many they believe will ultimately vest and they have adopted this estimation in their value calculation. |
2. | TURNOVER |
All turnover arises from sales to UK customers in respect of the group's principal activity. |
3. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 758,048 | 543,037 |
Social security costs | 68,937 | 52,699 |
Other pension costs | 42,354 | 40,819 |
869,339 | 636,555 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
3. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
2023 | 2022 |
Plumbers | 16 | 6 |
Management and administration | 10 | 11 |
Directors | 3 | 3 |
2023 | 2022 |
£ | £ |
Director's remuneration | 17,869 | 10,488 |
4. | OPERATING (LOSS)/PROFIT |
The operating profit is stated after charging: |
2023 | 2022 |
£ | £ |
Other operating leases | 50,000 | 50,000 |
Depreciation - owned assets | 109,494 | 121,223 |
(Profit)/Loss on disposal of fixed assets | (35,071 | ) | 3,996 |
Goodwill amortisation | 139,485 | 139,485 |
Auditor's remuneration | 19,503 | 17,956 |
Auditors' fees for the company were £5,000 (2022: £4,000). |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank interest | 21,196 | 8,396 |
Bank loan interest | 21,682 | 25,392 |
Leasing | 7,392 | 9,851 |
50,270 | 43,639 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
6. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 17,735 | 78,913 |
Deferred tax: |
On accelerated capital |
allowances | (21,700 | ) | 15,229 |
Tax on (loss)/profit | (3,965 | ) | 94,142 |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
(Loss)/profit before tax | (98,127 | ) | 235,081 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19.493 % (2022 - 19 %) |
(19,128 |
) |
44,665 |
Effects of: |
Expenses not deductible for tax purposes | 3,537 | 2,607 |
Depreciation in excess of capital allowances | 6,136 | 5,138 |
Amortisation of goodwill | 27,191 | 26,503 |
Deferred tax movement | (21,701 | ) | 15,229 |
Total tax (credit)/charge | (3,965 | ) | 94,142 |
The provision for deferred tax is calculated based on tax rates enacted or substantially enacted |
at the balance sheet date. The rate of corporation tax at 1 April 2022 is 19%. This will increase |
from 1 April 2023 to 25%. It is expected that the deferred tax will unwind at the rate of 25%. |
7. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
8. | DIVIDENDS |
2023 | 2022 |
£ | £ |
A Ordinary shares of £0.10 each | - | - |
B Ordinary shares of £0.10 each | - | - |
C Ordinary shares of £0.10 each | - | 9,135 |
D Ordinary shares of £0.10 each | 27,750 | 27,750 |
X Ordinary shares of £0.01 each | - | - |
Y Ordinary shares of £0.01 each | - | - |
Z Ordinary shares of £0.01 each | 43,046 | 43,046 |
70,796 | 79,931 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 May 2022 |
and 30 April 2023 | 1,394,844 |
AMORTISATION |
At 1 May 2022 | 499,821 |
Amortisation for year | 139,484 |
At 30 April 2023 | 639,305 |
NET BOOK VALUE |
At 30 April 2023 | 755,539 |
At 30 April 2022 | 895,023 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
10. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
to | and | Motor |
property | fittings | vehicles | Totals |
£ | £ | £ | £ |
COST |
At 1 May 2022 | 329,762 | 25,419 | 567,709 | 922,890 |
Additions | - | - | 35,990 | 35,990 |
Disposals | - | - | (58,900 | ) | (58,900 | ) |
At 30 April 2023 | 329,762 | 25,419 | 544,799 | 899,980 |
DEPRECIATION |
At 1 May 2022 | 154,568 | 10,345 | 315,872 | 480,785 |
Charge for year | 42,848 | 2,261 | 64,384 | 109,493 |
Eliminated on disposal | - | - | (38,955 | ) | (38,955 | ) |
At 30 April 2023 | 197,416 | 12,606 | 341,301 | 551,323 |
NET BOOK VALUE |
At 30 April 2023 | 132,346 | 12,813 | 203,498 | 348,657 |
At 30 April 2022 | 175,194 | 15,074 | 251,837 | 442,105 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 May 2022 |
and 30 April 2023 |
NET BOOK VALUE |
At 30 April 2023 |
At 30 April 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Registered in England & Wales |
Nature of business: |
% |
Class of shares: | holding |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Registered office: Registered in England & Wales |
Nature of business: |
% |
Class of shares: | holding |
12. | STOCKS |
Group |
2023 | 2022 |
£ | £ |
Raw materials | 442,728 | 359,093 |
Work-in-progress | 185,961 | 167,717 |
628,689 | 526,810 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade debtors | 2,973,255 | 3,354,570 |
Amounts owed by group undertakings | - | - |
Other debtors | 148,779 | 103,525 |
Directors' current accounts | 1 | - | - | - |
VAT | 253,426 | 286,564 |
3,375,461 | 3,744,659 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 16) | 832,248 | 525,060 |
Other loans (see note 16) | 60,542 | 54,695 |
Trade creditors | 3,047,587 | 2,993,767 |
Amounts owed to group undertakings | - | - |
Tax | 80,919 | 78,913 |
Social security and other taxes | 17,844 | 23,725 |
Other creditors | 522,168 | 990,034 |
Amounts due to related parties | - | 136,735 | - | - |
Directors' current accounts | 1,058 | 14,107 | - | 14,107 |
4,562,366 | 4,817,036 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2023 | 2022 |
£ | £ |
Other loans (see note 16) | 121,936 | 182,478 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | 832,248 | 525,060 |
Other loans | 60,542 | 54,695 |
892,790 | 579,755 |
Amounts falling due between one and | two years: |
Other loans - 1-2 years | 67,014 | 60,542 |
Amounts falling due between two and | five years: |
Other loans - 2-5 years | 54,922 | 121,936 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year | 16,667 | 56,329 |
Between one and five years | - | 16,667 |
16,667 | 72,996 |
Included within operating leases due within one year is £16,667 (2022: £50,000) and within operating leases due over one year is £Nil (2022: £16,667) in relation to the lease of property. |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2023 | 2022 |
£ | £ |
Bank overdrafts | 832,248 | 525,060 |
Bank borrowings are secured by a fixed and floating charge over the assets of the group. |
The bounceback loan is secured by HM Government. |
19. | PROVISIONS FOR LIABILITIES |
Group |
2023 | 2022 |
£ | £ |
Deferred tax |
Accelerated capital allowances | 79,864 | 101,564 |
Group |
Deferred |
tax |
£ |
Balance at 1 May 2022 | 101,564 |
Provided during year | (21,700 | ) |
Balance at 30 April 2023 | 79,864 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
42,500 | Ordinary Shares | £0.10 | 4,250 | 4,250 |
5,500 | A Ordinary Voting Shares | £0.10 | 550 | 550 |
500 | B Ordinary Voting Shares | £0.10 | 50 | 50 |
500 | C Ordinary Voting Shares | £0.10 | 50 | 50 |
500 | D Ordinary Voting Shares | £0.10 | 50 | 50 |
500 | E Ordinary Voting Shares | £0.10 | 50 | 50 |
1 | Z Ordinary non voting share | £0.01 | - | - |
728,750 | Preference Shares | £1.00 | 728,750 | 728,750 |
733,750 | 733,750 |
Ordinary, A, B, C, D and E Voting shares all carry rights to vote, dividend and have equal rights to the return of capital on the liquidation of the company. |
Ordinary Z Non Voting shares have no rights to vote but are entitled to such dividends as may be declared. They rank equally with ordinary and ordinary voting shares in respect of the return of capital on liquidation. |
21. | RESERVES |
Group |
Retained | Other |
earnings | reserves | Totals |
£ | £ | £ |
At 1 May 2022 | (229,164 | ) | 6,189 | (222,975 | ) |
Deficit for the year | (94,162 | ) | - | (94,162 | ) |
Dividends | (70,796 | ) | - | (70,796 | ) |
At 30 April 2023 | (394,122 | ) | 6,189 | (387,933 | ) |
Company |
Retained | Other |
earnings | reserves | Totals |
£ | £ | £ |
At 1 May 2022 | 70,769 |
Profit for the year | - |
Dividends | ( |
) | - | ( |
) |
At 30 April 2023 | 70,769 |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
21. | RESERVES - continued |
The group and company's reserves are as follows: |
The retained earnings reserve, which represents cumulative profits or losses net of dividends paid. |
The other reserves represent the cumulative effect of movements in the valuation of the group share option scheme, net of deferred tax of £1,452 (2022: £1,452). |
The balance at the year end consists of: |
2023 | 2022 |
£ | £ |
Value of share options | 7,641 | 7,641 |
Deferred tax | (1,452 | ) | (1,452 | ) |
6,189 | 6,189 |
22. | OTHER FINANCIAL COMMITMENTS |
There is an unlimited cross guarantee in place between Stewarts Midco Limited and Stewarts Plumbing & Heating Limited. At 30 April 2023 Stewarts Plumbing & Heating Limited had a bank overdraft outstanding of £832,248 (2022: £525,060) which was potentially repayable by Stewarts Midco Limited under this guarantee. |
23. | RELATED PARTY DISCLOSURES |
During the year the group paid rent to a partnership in which the director holds an interest of £50,000 (2022: £50,000) for use of premises owned by the partnership. No amounts were outstanding at the year end. |
At the year end £1,056 as owed to the director (2022: £14,107) and £440,312 (2022: £674,335) was owed to his spouse. |
During the year the group paid remuneration to key management personnel of £94,028 (2022: £94,257). |
24. | ULTIMATE CONTROLLING PARTY |
There is no ultimate controlling party due to the virtue of the shareholding in the company. |
STEWARTS HOLDINGS (UK) LIMITED (REGISTERED NUMBER: 11575154) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2023 |
25. | SHARE-BASED PAYMENT TRANSACTIONS |
The company operates a group share option scheme which is open to certain employees of the group. |
Under this scheme there are three classes of share option in issue, X ordinary, Y ordinary and Z ordinary. The X ordinary and Y ordinary share options lapsed in the prior year. All remaining options are exercisable for £9.00 per share. The options enable 1 ordinary £0.01 ordinary share to be issued for every option exercised. There is no vesting conditions and if an option remains unexercised after a period of 10 years form the date of grant, the option expires. Options are forfeited if the employee leaves the group before the options are exercised. |
Movements in share options and the weighted average price (WAP) for the year were: |
2023 |
X Non-Voting Ordinary |
Y Non-Voting Ordinary |
Z Non-Voting Ordinary |
No. of share options |
WAP £ |
No. of share options |
WAP £ |
No. of share options |
WAP £ |
Outstanding and exercisable at the start of the year |
- |
- |
- |
- |
849 |
9.00 |
Lapsed during the year | - | - | - | - | - | - |
Outstanding and exercisable at the end of the year |
- |
- |
- |
- |
849 |
9.00 |
2022 |
X Non-Voting Ordinary |
Y Non-Voting Ordinary |
Z Non-Voting Ordinary |
No. of share options |
WAP £ |
No. of share options |
WAP £ |
No. ofshareo ptions |
WAP £ |
Outstanding and exercisable at the start of the year |
849 |
9.00 |
Lapsed during the year | - | - | - | - |
Outstanding and exercisable at the end of the year |
- |
- |
- |
- |
849 |
9.00 |