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REGISTERED NUMBER: 13904281 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Period 9 February 2022 to 31 May 2023

for

Pruce Newman Group Limited

Pruce Newman Group Limited (Registered number: 13904281)






Contents of the Consolidated Financial Statements
for the Period 9 February 2022 to 31 May 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow
Statement

18

Notes to the Consolidated Financial
Statements

19


Pruce Newman Group Limited

Company Information
for the Period 9 February 2022 to 31 May 2023







DIRECTORS: G B Newman
A J Pruce
D Razzell
J M Key





REGISTERED OFFICE: C/o Pruce Newman Pipework
Ayton Road
Wymondham
Norfolk
NR18 0QJ





REGISTERED NUMBER: 13904281 (England and Wales)





AUDITORS: Sygma Chartered Accountants
1 Sopwith Crescent
Wickford
Essex
SS11 8YU

Pruce Newman Group Limited (Registered number: 13904281)

Group Strategic Report
for the Period 9 February 2022 to 31 May 2023

The directors present the strategic report on the affairs of the group of companies comprising Pruce Newman Group Limited, Pruce Newman (Holdings) Limited, Pruce Newman Pipework Limited and Pruce Newman Properties Limited, for the trading period ending 31st May 2023.

The group is structured such that Pruce Newman (Group) Limited is the 100% parent owner of Pruce Newman (Holdings) Limited which in turn is the 100% parent owner of Pruce Newman Pipework Limited and Pruce Newman Properties Limited. Pruce Newman Pipework Limited is the only trading company in the group and Pruce Newman Properties Limited owns the property from which the business operates. In the trading period ending 31st May 2023 neither Pruce Newman Group Limited, Pruce Newman (Holdings) Limited nor Pruce Newman Properties Limited carried out any trading activities in their own right, and all revenue was generated by the trading business Pruce Newman Pipework Limited.

REVIEW OF BUSINESS
The 2022-23 trading year group gross turnover was lower than expected at £8.704 Million by 31st May 2023. This is mainly down to the distraction of management buyout process and failure to convert two large enquires into orders due to increased market competition. Fortunately, the directors were able to deliver a reasonable gross profit margins from the turnover and maintain tight control of the company's costs which helped the business delivered trading profits for the year.

Our business plan indicated that Gross profit for 2022-23 should be targeted at £2.925M on a £11.25M target turnover (GP of 26%) and this in fact fell to £2.241M on the actual turnover of £8.704 Million (GP of 25.75%)

Overheads for the year totalled some £2.192M resulting in an operating profit of £48,523.

All of these figures represent the proportional results for the period from 17th June 2022 to 31st May 2023, being the period that Pruce Newman Group Limited owned the Pruce Newman (Holdings) Limited group.

Looking forwards the company is confident of busy first Q1 of the new financial year, but expecting downturn in business during the autumn Q2 and beginning of Q3 period, with prospects of the work picking up late Q3 & Q4, as our client base work is seasonal and not many known large projects exists between our clients.

PRINCIPAL RISKS AND UNCERTAINTIES - MACRO-ECONOMIC FACTORS
Brexit
The group will continue to be affected by the ongoing evolution of the country's trading relationship with the EU and the wider world, it is apparent that materials and plant availability will be an ongoing issue as will material and equipment pricing fluctuations both of which will have to be dealt with in formal quotation and contract documentation which we already have in hand. Also, the supply of skilled work force has reduced dramatically and affected the availability of skilled tradesmen. To counter this our business is actively engaging in training apprenticeships.

Covid-19
During the early days of the pandemic the company evolved a strong set of procedures and policies to deal with both the safety and HR issues posed by the Covid-19 emergency, which have allowed trading to continue in an evolved but sustainable fashion. The measures taken are in-line with government and HSE guidance and although productivity and costs have been affected these adverse effects have been minimised and are now well controlled. It is obvious that Covid and potentially other infectious diseases will dominate our risk management for the foreseeable future.


Pruce Newman Group Limited (Registered number: 13904281)

Group Strategic Report
for the Period 9 February 2022 to 31 May 2023

PRINCIPLE RISKS AND UNCERTAINTIES - MACRO-ECONOMIC FACTORS
Ukraine Conflict
The 'Special Military operation' being undertaken by the Russian government in the Ukraine has had a major impact in the cost of fuel and energy prices, together with the ability for us to obtain raw materials from abroad, with restrictions on materials sourced in the Russian federation. On the flip side the conflict has also provided us business opportunities where large scale new energy saving projects have become important part of our clients focus.

Health & Safety
The company's reputation for strong Health and Safety performance has been tested over recent years, not least by the fatality suffered in 2018, and although Pruce Newman were found not to be at fault for this tragic accident, it has made us realise the fragility of our reputation. The recruitment of our Health, Safety and Environmental Manager in 2019 has helped to add to our resources. This has allowed us to fully review and expand our Health and Safety risk reduction measures and the effects of these activities are beginning to bear fruit, not least in the achievement of ISO 45001 accreditation, but also in improved Health, Safety and Environmental audit results both in-house and by 3rd parties.

Quality
The group is very reliant on its ability to deliver high quality services to its clients and its reputation is vital in this regard. Our QA department has succeeded in raising quality measures across the board and our continued accreditation for ISO 9001, ISO 1090 and ISO3834 together with PED module D and with 3rd party assessors reflects this.

Service Provision
The group trades on its ability to deliver a highly responsive and bespoke service to its clients, which is evident from its long-term trading relationships with its customers. The directors have been working hard on succession planning and on-boarding of graduate and experienced engineers and supervisors in order to maintain this reputation.

Commercial Risk
The group operates in a highly price competitive industry and so strong estimating and project cost management procedures are vital. The company has well proven estimating procedures with major tenders vetted by directors and has recently implemented a new commercial ERP system that ensures robust ongoing evaluation of project performance. The company's business plan also leads it towards a more value led, and less cost led client base, and this is reviewed regularly.

Credit Risk & Cashflow
The group carries out credit evaluations of new clients and constantly reviews client payment terms to ensure that credit exposure is minimised, it also has a robust cashflow monitoring process and ensures that the groups credit line is strong and conservative for its needs.


Pruce Newman Group Limited (Registered number: 13904281)

Group Strategic Report
for the Period 9 February 2022 to 31 May 2023

FUTURE DEVELOPMENTS AND GOING CONCERN
The group is concentrating on expanding its client base in its target markets of chemical, agrichemical, petrochemical (fuel storage and on and off-shore Oil & Gas industries), sugar, and power generation industries especially the Biomass and Biogas sectors. It believes that a wider spread of clients in these industries where its strong reputation for quality, safety and service provision will be valued ahead of cost factors.

In addition, it is continuing with its continuous Improvement and staff engagement projects which together with its sales strategy will ensure the profitable and sustainable growth of the group.

The directors have prepared budgets for revenue and costs for the coming 12 months along with cashflow forecasts, which together indicate that the group will continue to trade profitably and within its current cash resources. Therefore, the directors have a reasonable expectation that the group will have adequate resources to meet its liabilities as they fall due for the foreseeable future and have consequently adopted the going concern basis in preparing these financial statements.

ON BEHALF OF THE BOARD:





A J Pruce - Director


27 September 2023

Pruce Newman Group Limited (Registered number: 13904281)

Report of the Directors
for the Period 9 February 2022 to 31 May 2023

The directors present their report with the financial statements of the company and the group for the period 9 February 2022 to 31 May 2023.

INCORPORATION
The group was incorporated on 9 February 2022 .

PRINCIPAL ACTIVITY
With regards to the group's revenue producing trading activity, the group has continued to concentrate on its core skills in the fabrication and installation of bespoke piping systems for the chemical, agrichemical, petrochemical, sugar, and power generation industries. In addition, it has continued to provide bespoke structural steelwork constructions for these industries and has and will continue, to look to expand its activities in the fuel storage and on and off-shore Oil & Gas industries, and in the renewable energy sector, especially the Biomass and Biogas sectors.

The group has continued to strive to expand its off-site fabrication activities and has and will continue to look for opportunities to deliver off-site fabricated pipe spools, skid structures and bespoke vessels, tanks, and general fabrications, produced in its workshops.

In addition, the group has continued to look for opportunities to sell its Project Management expertise and is actively looking to work with complimentary contracting businesses, offering services such as Design, Civil Engineering, Tank and Vessel construction and Electrical, Control and Instrumentation, in order that it can offer turnkey solutions to its clients.

Currently all of these activities are expected to be confined to the UK.

DIVIDENDS
It has been decided to that dividends would only be paid to preference shareholders with no ordinary share dividends being paid from profits for the 2022-23 trading year.

FUTURE DEVELOPMENTS
Future Developments of the Group are covered in the Strategic Report.

DIRECTORS
The directors who have held office during the period from 9 February 2022 to the date of this report are as follows:

G B Newman - appointed 9 February 2022
A J Pruce - appointed 9 February 2022
D Razzell - appointed 9 February 2022
J M Key - appointed 9 February 2022

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

POLITICAL DONATIONS AND EXPENDITURE
The company and group made no political donations during the year.


Pruce Newman Group Limited (Registered number: 13904281)

Report of the Directors
for the Period 9 February 2022 to 31 May 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 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 directors are 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 each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Sygma Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A J Pruce - Director


27 September 2023

Report of the Independent Auditors to the Members of
Pruce Newman Group Limited

Opinion
We have audited the financial statements of Pruce Newman Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 May 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 31 May 2023 and of the group's profit for the period then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 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 directors with respect to going concern are described in the relevant sections of this report.

Report of the Independent Auditors to the Members of
Pruce Newman Group Limited


Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors 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 Directors 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 Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept 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 directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Pruce Newman Group 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:

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- we obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, International Financial Reporting Standards, and UK taxation legislation.
- we obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
- we assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
- we inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
- based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

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
Pruce Newman Group 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.




Alan Brading FCA (Senior Statutory Auditor)
for and on behalf of Sygma Chartered Accountants
1 Sopwith Crescent
Wickford
Essex
SS11 8YU

27 September 2023

Pruce Newman Group Limited (Registered number: 13904281)

Consolidated Income Statement
for the Period 9 February 2022 to 31 May 2023

Notes £   

TURNOVER 8,703,391

Cost of sales 6,462,064
GROSS PROFIT 2,241,327

Administrative expenses 2,192,804
OPERATING PROFIT 4 48,523

Interest receivable and similar
income

103
48,626

Interest payable and similar
expenses

5

133,569
LOSS BEFORE TAXATION (84,943 )

Tax on loss 6 (197,500 )
PROFIT FOR THE FINANCIAL
PERIOD

112,557
Profit attributable to:
Owners of the parent 112,557

Pruce Newman Group Limited (Registered number: 13904281)

Consolidated Other Comprehensive Income
for the Period 9 February 2022 to 31 May 2023

Notes £   

PROFIT FOR THE PERIOD 112,557


OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

112,557

Total comprehensive income attributable to:
Owners of the parent 112,557

Pruce Newman Group Limited (Registered number: 13904281)

Consolidated Balance Sheet
31 May 2023

Notes £    £   
FIXED ASSETS
Intangible assets 8 1,370,725
Tangible assets 9 1,129,367
Investments 10 -
2,500,092

CURRENT ASSETS
Stocks 11 129,313
Debtors 12 2,575,041
Cash at bank and in hand 42,539
2,746,893
CREDITORS
Amounts falling due within one year 13 2,691,421
NET CURRENT ASSETS 55,472
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,555,564

CREDITORS
Amounts falling due after more than
one year

14

(2,250,351

)

PROVISIONS FOR LIABILITIES 18 (92,656 )
NET ASSETS 212,557

CAPITAL AND RESERVES
Called up share capital 19 100,000
Retained earnings 20 112,557
SHAREHOLDERS' FUNDS 212,557

The financial statements were approved by the Board of Directors and authorised for issue on 27 September 2023 and were signed on its behalf by:





A J Pruce - Director


Pruce Newman Group Limited (Registered number: 13904281)

Company Balance Sheet
31 May 2023

Notes £    £   
FIXED ASSETS
Intangible assets 8 -
Tangible assets 9 -
Investments 10 4,579,810
4,579,810

CREDITORS
Amounts falling due within one year 13 2,286,356
NET CURRENT LIABILITIES (2,286,356 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,293,454

CREDITORS
Amounts falling due after more than
one year

14

1,905,568
NET ASSETS 387,886

CAPITAL AND RESERVES
Called up share capital 19 100,000
Retained earnings 287,886
SHAREHOLDERS' FUNDS 387,886

Company's profit for the financial
year

287,886

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 27 September 2023 and were signed on its behalf by:





A J Pruce - Director


Pruce Newman Group Limited (Registered number: 13904281)

Consolidated Statement of Changes in Equity
for the Period 9 February 2022 to 31 May 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 100,000 - 100,000
Total comprehensive income - 112,557 112,557
Balance at 31 May 2023 100,000 112,557 212,557

Pruce Newman Group Limited (Registered number: 13904281)

Company Statement of Changes in Equity
for the Period 9 February 2022 to 31 May 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 100,000 - 100,000
Total comprehensive income - 287,886 287,886
Balance at 31 May 2023 100,000 287,886 387,886

Pruce Newman Group Limited (Registered number: 13904281)

Consolidated Cash Flow Statement
for the Period 9 February 2022 to 31 May 2023

Notes £   
Cash flows from operating activities
Cash generated from operations 1 (906,235 )
Interest paid (27,133 )
Finance costs paid (106,436 )
Tax paid 227,014
Net cash from operating activities (812,790 )

Cash flows from investing activities
Purchase of intangible fixed assets (1,428,057 )
Purchase of tangible fixed assets (66,359 )
Sale of tangible fixed assets 30,375
Consolidation adjustment (1,128,151 )
Interest received 103
Net cash from investing activities (2,592,089 )

Cash flows from financing activities
New loans in year 2,755,568
Loan repayments in year (271,359 )
Share issue 100,000
Net cash from financing activities 2,584,209

Decrease in cash and cash equivalents (820,670 )
Cash and cash equivalents at
beginning of period

2

-

Cash and cash equivalents at end
of period

2

(820,670

)

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Cash Flow Statement
for the Period 9 February 2022 to 31 May 2023

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
£   
Loss before taxation (84,943 )
Depreciation charges 240,053
Profit on disposal of fixed assets (10,157 )
Finance costs 133,569
Finance income (103 )
278,419
Increase in stocks (129,313 )
Increase in trade and other debtors (2,575,041 )
Increase in trade and other creditors 1,519,700
Cash generated from operations (906,235 )

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:

Period ended 31 May 2023
31.5.23 9.2.22
£    £   
Cash and cash equivalents 42,539 -
Bank overdrafts (863,209 ) -
(820,670 ) -


3. ANALYSIS OF CHANGES IN NET DEBT

At 9.2.22 Cash flow At 31.5.23
£    £    £   
Net cash
Cash at bank and in hand - 42,539 42,539
Bank overdrafts - (863,209 ) (863,209 )
- (820,670 ) (820,670 )
Debt
Debts falling due within 1 year - (274,977 ) (274,977 )
Debts falling due after 1 year - (2,250,351 ) (2,250,351 )
- (2,525,328 ) (2,525,328 )
Total - (3,345,998 ) (3,345,998 )

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements
for the Period 9 February 2022 to 31 May 2023

1. STATUTORY INFORMATION

Pruce Newman Group 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 General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intellectual property costs are being amortised evenly over their estimated useful life of four years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 25% on reducing balance
Office equipment - 25% on cost
Motor vehicles - 25% on reducing balance

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.


Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the period 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 period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset , with 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.

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 company after deducting all of its liabilities.

Basic financial 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.

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

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

3. EMPLOYEES AND DIRECTORS
£   
Wages and salaries 4,978,763
Social security costs 430,736
Other pension costs 202,300
5,611,799

The average number of employees during the period was as follows:

Administration 25
Manufacturing 56
81

The average number of employees by undertakings that were proportionately consolidated during the period was 81 .

£   
Directors' remuneration 271,053
Directors' pension contributions to money purchase schemes 61,440

Information regarding the highest paid director is as follows:
£   
Emoluments etc 69,039
Pension contributions to money purchase schemes 4,649

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

£   
Hire of plant and machinery 181,043
Depreciation - owned assets 73,367
Profit on disposal of fixed assets (10,157 )
Goodwill amortisation 153,602
Intellectual property costs amortisation 17,049
Auditors' remuneration 6,400
Auditors' remuneration for non audit work 8,851

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

5. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Bank interest 914
Bank loan interest 26,219
Other interest paid 25,539
Dividends A Preference Shares 68,022
Dividends B Preference Shares 12,875
133,569

6. TAXATION

Analysis of the tax credit
The tax credit on the loss for the period was as follows:
£   
Current tax:
UK corporation tax (193,479 )

Deferred tax (4,021 )
Tax on loss (197,500 )

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.


Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

8. INTANGIBLE FIXED ASSETS

Group
Intellectual
property
Goodwill costs Totals
£    £    £   
COST
At 9 February 2022 77,160 133,921 211,081
Additions 1,425,786 2,271 1,428,057
At 31 May 2023 1,502,946 136,192 1,639,138
AMORTISATION
At 9 February 2022 - 100,919 100,919
Amortisation for period 153,602 17,049 170,651
Eliminated on disposal - (3,157 ) (3,157 )
At 31 May 2023 153,602 114,811 268,413
NET BOOK VALUE
At 31 May 2023 1,349,344 21,381 1,370,725
At 8 February 2022 77,160 33,002 110,162

9. TANGIBLE FIXED ASSETS

Group
Freehold Plant and Office Motor
property machinery equipment vehicles Totals
£    £    £    £    £   
COST
At 9 February 2022 875,000 1,054,091 457,368 132,088 2,518,547
Additions - 37,879 7,831 20,649 66,359
Disposals - - - (57,015 ) (57,015 )
At 31 May 2023 875,000 1,091,970 465,199 95,722 2,527,891
DEPRECIATION
At 9 February 2022 - 847,218 416,322 95,257 1,358,797
Charge for period - 47,509 17,707 8,151 73,367
Eliminated on disposal - - - (33,640 ) (33,640 )
At 31 May 2023 - 894,727 434,029 69,768 1,398,524
NET BOOK VALUE
At 31 May 2023 875,000 197,243 31,170 25,954 1,129,367
At 8 February 2022 875,000 206,873 41,046 36,831 1,159,750

Included in cost of land and buildings is freehold land of £875,000 which is not depreciated.

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

10. FIXED ASSET INVESTMENTS

Company
Shares in
group
under-
takings
£   
COST
Additions 4,579,810
At 31 May 2023 4,579,810
NET BOOK VALUE
At 31 May 2023 4,579,810


11. STOCKS


Group
£   
Stocks 14,500
Work-in-progress 114,813
129,313

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group
£   
Trade debtors 2,457,386
Retentions 73,639
Prepayments and accrued income 44,016
2,575,041

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Bank loans and overdrafts (see note 15)
913,186

-
Other loans (see note 15) 225,000 225,000
Trade creditors 603,162 -
Construction contract
creditors 116,178 -
Amounts owed to group undertakings - 2,061,356
Tax 33,535 -
Social security and other taxes 214,815 -
VAT 325,372 -
Other creditors and accruals 260,173 -
2,691,421 2,286,356

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR


Group Company
£    £   
Bank loans (see note 15) 344,783 -
Other loans (see note 15) 1,905,568 1,905,568
2,250,351 1,905,568

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

15. LOANS

An analysis of the maturity of loans is given below:


Group Company
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 863,209 -
Bank loans 49,977 -
Other loans 225,000 225,000
1,138,186 225,000
Amounts falling due between one and two years:
Bank loans - 1-2 years 50,229 -
Other loans - 1-2 years 450,000 450,000
Preference shares 1,455,568 1,455,568
1,955,797 1,905,568
Amounts falling due between two and five years:
Bank loans - 2-5 years 131,220 -
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more 5 yr by instal 163,334 -

The bank overdraft represents an invoice financing arrangement.

Details of shares shown as liabilities are as follows:



Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
1,133,700 A Preference £1 1,133,700
321,868 B Preference £1 321,868
1,455,568

The following shares were allotted and fully paid for cash at par during the period:

1,133,700 A Preference shares of £1 each
321,868 B Preference shares of £1 each

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non- cancellable operating leases
£   
Within one year 92,538
Between one and five years 79,606
172,144

17. SECURED DEBTS

The following secured debts are included within creditors:


Group
£   
Bank overdraft 863,209
Bank loans 394,760
1,257,969

The bank loans and overdrafts are secured via a cross-guarantee provided by Pruce Newman Pipework Limited, Pruce Newman Properties Limited, Pruce Newman (Holdings) Limited and Pruce Newman Group Limited, and via a legal charge over the freehold property that is owned by Pruce Newman Properties Limited.

18. PROVISIONS FOR LIABILITIES


Group
£   
Deferred tax 92,656

Group
Deferred
tax
£   
Accelerated capital allowances (4,021 )
Consolidation adjustment 96,677
Balance at 31 May 2023 92,656

Pruce Newman Group Limited (Registered number: 13904281)

Notes to the Consolidated Financial Statements - continued
for the Period 9 February 2022 to 31 May 2023

19. CALLED UP SHARE CAPITAL


Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
100,000 Ordinary A £1 100,000

100,000 Ordinary A shares of £1 each were allotted and fully paid for cash at par during the period.

20. RESERVES

Group
Retained
earnings
£   

Profit for the period 112,557
At 31 May 2023 112,557


21. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity

During the year the company paid interest totalling £25,539 to continuing and former Directors in connection with the acquisition of Pruce Newman (Holdings) Limited.

22. ULTIMATE CONTROLLING PARTY

The ultimate controlling party of Pruce Newman Group Limited and the Pruce Newman Group of companies is the Directors of Pruce Newman Group Limited.