REGISTERED NUMBER: 13844714 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 30 June 2023 |
for |
Sarsden Holdings Limited |
REGISTERED NUMBER: 13844714 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 30 June 2023 |
for |
Sarsden Holdings Limited |
Sarsden Holdings Limited (Registered number: 13844714) |
Contents of the Consolidated Financial Statements |
for the Year Ended 30 June 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 4 |
Consolidated Statement of Comprehensive Income | 8 |
Consolidated Balance Sheet | 9 |
Company Balance Sheet | 10 |
Consolidated Statement of Changes in Equity | 11 |
Company Statement of Changes in Equity | 12 |
Consolidated Cash Flow Statement | 13 |
Notes to the Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Financial Statements | 15 |
Sarsden Holdings Limited |
Company Information |
for the Year Ended 30 June 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
BUSINESS ADDRESS: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
Park House |
37 Clarence Street |
Leicester |
Leicestershire |
LE1 3RW |
Sarsden Holdings Limited (Registered number: 13844714) |
Group Strategic Report |
for the Year Ended 30 June 2023 |
The directors present their strategic report of the company and the group for the year ended 30 June 2023. |
Sarsden Holdings Limited group is a retail design and manufacturing group providing turnkey solutions including strategy and research, fixture design and display solutions, print digital and production. |
REVIEW OF BUSINESS |
The directors are delighted with the performance of the business during the year. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The group's operations expose it to a variety of risks, outlined in more detail below. The group has several risk management strategies in place that aim to reduce the adverse effects on the financial performance of the company by monitoring levels of a number of financial costs. |
Price Risk |
The group can be exposed to increases in material and supplier costs, especially given the increasing price of raw materials and energy in recent years. The group has several risk management strategies in place that aim to reduce the adverse effects on the financial performance of the company by monitoring levels of a number of financial KPIs and costs. The group also manages this risk with strong and long-standing commercial relationships with its supply chain, which mitigates impacts on customers. |
Credit Risk |
The group continues to monitor and review policies surrounding credit checks on both new and existing customers when looking at offering credit limits and reviewing payment terms. The group also uses the services of a monitoring service provided by a specialist credit agency. The group has no bad debts in the year and has a good relationship with all its customers. |
Interest Rate Risk |
The group finances its operations primarily through retained profits and with comfortable interest cover, interest rate risk is limited. |
KEY PERFORMANCE INDICATORS |
The directors use a number of performance indicators to evaluate the group's performance, the key KPIs being turnover, gross profit and profit before tax. These figures are detailed on page 8. |
ENVIRONMENTAL AND SOCIAL IMPACT |
The directors have set ambitious targets to continually improve our social and environmental impacts as an organisation. Our objectives have been shaped to benefit customers, colleagues, charities, society and the environment. |
FUTURE DEVELOPMENTS |
The directors are pleased with the group's ongoing performance with the prospects of the group remaining healthy. |
ON BEHALF OF THE BOARD: |
Sarsden Holdings Limited (Registered number: 13844714) |
Report of the Directors |
for the Year Ended 30 June 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 30 June 2023. |
DIVIDENDS |
The total distribution of dividends for the year ended 30 June 2023 will be £2,237,198. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2022 to the date of this report. |
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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Sarsden Holdings Limited |
Qualified opinion |
We have audited the financial statements of Sarsden Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023 which comprise the Consolidated Statement of 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, except for the possible effects of the matters described in the basis for qualified opinion section of our report, 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 June 2023 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for qualified opinion |
We were unable to gain sufficient appropriate assurance over existence, completeness, valuation and classification of stock included in the financial statements of £1,184,686 for the period ended 30 June 2022. Our stocktake attendance at the period ended 30 June 2022 coincided with the group's introduction of a new stock system in its warehouses as part of its strategic business plan. Delays in the roll-out of the system had led to its introduction straddling the period end date of 30 June 2022. As a result, quantities that we tested during our stock attendance were not fully verifiable to the final stock listing that agreed to the stock balance in the financial statements. Furthermore, teething issues with the new system meant that we were unable to satisfy ourselves over the valuation and classification of the stock at 30 June 2022. |
We were unable to satisfy ourselves by alternative means concerning the aforementioned assertions. Consequently, we were unable to determine whether any adjustment to this amount at 30 June 2022 was necessary or whether there was any consequential effect on the cost of sales for the year ended 30 June 2023. |
Our qualified opinion for the year ended 30 June 2023 relates solely to opening stock as described above. |
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 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 qualified 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 |
Sarsden Holdings 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 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. |
As described in the basis for qualified opinion section of our report, we were unable to gain sufficient appropriate assurance over existence, completeness, valuation and classification of stock included in the financial statements of £1,184,686 for the period ended 30 June 2022. |
Opinions on other matters prescribed by the Companies Act 2006 |
Except for the possible effects of the matters described in the basis for qualified opinion section of our report, 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 has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the 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. |
Except for the matter described in the basis for qualified opinion section of our report, 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 Group Strategic Report or the Report of the Directors. |
Arising solely from the limitation on the scope of our work relating to opening stock referred to above: |
- | we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and |
- | we were unable to determine whether adequate accounting records have been kept. |
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: |
- | 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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 |
Sarsden Holdings 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: |
Extent to which the audit was considered capable of detecting irregularities, including fraud |
The capability to detect irregularities is based on the auditor identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, and then designing and performing audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
a) Identifying and assessing potential risks related to irregularities |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, the following approach was taken: |
- | Understanding the nature of the industry and sector, control environment and business performance; |
- | Consideration of the results of our enquiries of management and those charged with governance about their own identification and assessment of the risks of irregularities; |
- | Understanding the group and the parent company's policies and procedures on compliance with laws and regulations and management of fraud risk, including documentation of instances of non-compliance of laws and regulations and instances of actual, suspected or alleged fraud; |
- | Consideration of matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud; |
- | Understanding the legal and regulatory frameworks that the group operates in through enquiry of management and those charged with governance and understanding the group's industry and sector. The key laws and regulations that were considered to have an effect on material amounts and disclosures in the financial statements included the Companies Act and tax legislation. |
b) Audit response to risks identified |
Based on this understanding, the following audit procedures were designed and performed to respond to the risks identified: |
- | Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations described as having a direct effect on the financial statement; |
- | Enquiring of management, those charged with governance and, where applicable, the group's solicitors concerning actual and potential litigation and claims; |
- | Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- | Reviewing minutes of meetings of those charged with governance and, where applicable, correspondence with regulators; |
- | Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business; |
- | Communication of potential fraud risks to all engagement team members and remaining alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
Report of the Independent Auditors to the Members of |
Sarsden Holdings Limited |
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. |
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 |
Statutory Auditor |
Park House |
37 Clarence Street |
Leicester |
Leicestershire |
LE1 3RW |
Sarsden Holdings Limited (Registered number: 13844714) |
Consolidated |
Statement of Comprehensive |
Income |
for the Year Ended 30 June 2023 |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
Notes | £ | £ |
TURNOVER | 3 | 19,237,259 | 13,900,085 |
Cost of sales | (13,227,557 | ) | (10,840,265 | ) |
GROSS PROFIT | 6,009,702 | 3,059,820 |
Administrative expenses | (2,910,639 | ) | (2,247,637 | ) |
3,099,063 | 812,183 |
Other operating income | 82,111 | 47,528 |
OPERATING PROFIT | 5 | 3,181,174 | 859,711 |
Interest receivable and similar income | 2,164 | 2,428 |
3,183,338 | 862,139 |
Interest payable and similar expenses | 6 | (231,514 | ) | (120,161 | ) |
PROFIT BEFORE TAXATION | 2,951,824 | 741,978 |
Tax on profit | 7 | (644,666 | ) | (159,846 | ) |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
2,307,158 |
Prior year adjustment | 205,516 |
TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
787,648 |
Profit attributable to: |
Owners of the parent | 2,307,158 | 582,132 |
Total comprehensive income attributable to: |
Owners of the parent | 2,307,158 | 787,648 |
Sarsden Holdings Limited (Registered number: 13844714) |
Consolidated Balance Sheet |
30 June 2023 |
30.6.23 | 30.6.22 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 1,575,136 | 1,845,053 |
Tangible assets | 11 | 1,717,267 | 883,877 |
Investments | 12 | - | - |
3,292,403 | 2,728,930 |
CURRENT ASSETS |
Stocks | 13 | 1,016,851 | 1,184,686 |
Debtors | 14 | 7,875,220 | 5,259,710 |
Cash at bank and in hand | 734,395 | 493,942 |
9,626,466 | 6,938,338 |
CREDITORS |
Amounts falling due within one year | 15 | (10,171,741 | ) | (6,922,401 | ) |
NET CURRENT (LIABILITIES)/ASSETS | (545,275 | ) | 15,937 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
2,747,128 |
2,744,867 |
CREDITORS |
Amounts falling due after more than one year |
16 |
(1,385,422 |
) |
(1,630,529 |
) |
PROVISIONS FOR LIABILITIES | 20 | (473,642 | ) | (296,234 | ) |
NET ASSETS | 888,064 | 818,104 |
CAPITAL AND RESERVES |
Called up share capital | 21 | 50 | 50 |
Retained earnings | 22 | 888,014 | 818,054 |
SHAREHOLDERS' FUNDS | 888,064 | 818,104 |
The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2023 and were signed on its behalf by: |
A M Cleary - Director |
Sarsden Holdings Limited (Registered number: 13844714) |
Company Balance Sheet |
30 June 2023 |
30.6.23 | 30.6.22 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
16 |
( |
) |
( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Merger relief reserve | 22 |
Retained earnings | 22 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 2,238,951 | 666 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Sarsden Holdings Limited (Registered number: 13844714) |
Consolidated Statement of Changes in Equity |
for the Year Ended 30 June 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 May 2021 | 50 | 810,511 | 810,561 |
Prior year adjustment | - | 205,516 | 205,516 |
As restated | 50 | 1,016,027 | 1,016,077 |
Changes in equity |
Dividends | - | (780,105 | ) | (780,105 | ) |
Total comprehensive income | - | 582,132 | 582,132 |
Balance at 30 June 2022 | 50 | 818,054 | 818,104 |
Changes in equity |
Dividends | - | (2,237,198 | ) | (2,237,198 | ) |
Total comprehensive income | - | 2,307,158 | 2,307,158 |
Balance at 30 June 2023 | 50 | 888,014 | 888,064 |
Sarsden Holdings Limited (Registered number: 13844714) |
Company Statement of Changes in Equity |
for the Year Ended 30 June 2023 |
Called up | Merger |
share | Retained | relief | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Changes in equity |
Increase in share capital | 50 | - | 2,799,950 | 2,800,000 |
Total comprehensive income | - |
Balance at 30 June 2022 |
Changes in equity |
Total comprehensive income | - |
Dividends | - | ( |
) | - | ( |
) |
Balance at 30 June 2023 |
Sarsden Holdings Limited (Registered number: 13844714) |
Consolidated Cash Flow Statement |
for the Year Ended 30 June 2023 |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 1,671,081 | 783,274 |
Tax paid | - | (148,509 | ) |
Taxation refund | 37,817 | - |
Government grants | 63,000 | 28,200 |
Net cash from operating activities | 1,771,898 | 662,965 |
Cash flows from investing activities |
Purchase of intangible fixed assets | - | (21,000 | ) |
Purchase of tangible fixed assets | (595,516 | ) | (109,330 | ) |
Sale of tangible fixed assets | - | 14,550 |
Deferred consideration - goodwill | (349,992 | ) | (87,530 | ) |
Interest received | 2,164 | 2,428 |
Amounts withdrawn by directors | (150,502 | ) | (252,191 | ) |
Amounts paid in by directors | 252,191 | 80,070 |
Net cash from investing activities | (841,655 | ) | (373,003 | ) |
Cash flows from financing activities |
Loan repayments in year | (200,000 | ) | (233,333 | ) |
Capital repayments in year | (144,124 | ) | (93,432 | ) |
Invoice finance creditor increase | 2,123,046 | 1,411,936 |
Interest element of hire purchase | (23,965 | ) | (7,753 | ) |
Bank and other interest paid | (207,549 | ) | (112,408 | ) |
Equity dividends paid | (2,237,198 | ) | (780,105 | ) |
Net cash from financing activities | (689,790 | ) | 184,905 |
Increase in cash and cash equivalents | 240,453 | 474,867 |
Cash and cash equivalents at beginning of year |
2 |
493,942 |
19,075 |
Cash and cash equivalents at end of year |
2 |
734,395 |
493,942 |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 30 June 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
Profit before taxation | 2,951,824 | 741,978 |
Depreciation charges | 548,484 | 416,111 |
Profit on disposal of fixed assets | - | (6,865 | ) |
Government grants | (63,000 | ) | (28,200 | ) |
Finance costs | 231,514 | 120,161 |
Finance income | (2,164 | ) | (2,428 | ) |
3,666,658 | 1,240,757 |
Decrease/(increase) in stocks | 167,835 | (393,201 | ) |
Increase in trade and other debtors | (2,755,015 | ) | (987,964 | ) |
Increase in trade and other creditors | 591,603 | 923,682 |
Cash generated from operations | 1,671,081 | 783,274 |
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 June 2023 |
30.6.23 | 1.7.22 |
£ | £ |
Cash and cash equivalents | 734,395 | 493,942 |
Period ended 30 June 2022 |
30.6.22 | 1.5.21 |
£ | £ |
Cash and cash equivalents | 493,942 | 19,075 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.7.22 | Cash flow | At 30.6.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 493,942 | 240,453 | 734,395 |
493,942 | 240,453 | 734,395 |
Debt |
Finance leases | (193,675 | ) | (372,317 | ) | (565,992 | ) |
Debts falling due within 1 year | (3,403,196 | ) | (2,123,046 | ) | (5,526,242 | ) |
Debts falling due after 1 year | (566,667 | ) | 200,000 | (366,667 | ) |
(4,163,538 | ) | (2,295,363 | ) | (6,458,901 | ) |
Total | (3,669,596 | ) | (2,054,910 | ) | (5,724,506 | ) |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements |
for the Year Ended 30 June 2023 |
1. | STATUTORY INFORMATION |
Sarsden Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
The prior period accounting date was extended from 30 April 2022 to 30 June 2022 for commercial |
reasons. The comparatives are for a fourteen month period and are therefore not entirely comparable to the current twelve month period. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The directors have prepared the group's financial statements on the basis that the group is a going concern. In forming that conclusion the directors have considered current trading and the availability of finance. |
Basis of consolidation |
The consolidated financial statements present the results of the company and its subsidiary undertakings (the 'group') as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
Sarsden Holdings Limited (the 'parent company') was incorporated on 12 January 2022. |
On 8 April 2022, following a share for share exchange, Sarsden Holdings Limited was introduced as the new ultimate parent company of Hornbeam Holdings Limited and Dimension Development Limited. |
The introduction of the new holding company has been accounted for using the principles of merger accounting. The restructuring of the group did not meet the definition of a group reconstruction per FRS 102 para 19.27 which would have the restructuring to be accounted for under acquisition accounting principles. The directors of the group do not believe that this would have given a true and fair view of the state of affairs of the group and its results as, in substance, the change in shareholders arising on the restructuring was incidental to the main purpose of the restructuring rather than the acquisition of a business by Sarsden Holdings Limited. |
Consequently, the restructuring has been accounted for using merger accounting as the directors of the company consider this is necessary to meet the overriding requirements of the Companies Act 2006 to show a true and fair view. The directors of the company consider that it is not practicable to quantify the effect of this departure from the detailed accounting requirements. |
In accordance with merger accounting principles the financial statements have been prepared as if Sarsden Holdings Limited was in existence throughout the year ended 30 June 2023 and period ended 30 June 2022. |
Critical accounting judgements and key sources of estimation uncertainty |
The preparation of financial statements requires the company's directors to make judgements, assumptions and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on a regular basis. |
The company does not have any key assumptions concerning the future, or other key sources of estimation uncertainty in the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover is recognised at the point of delivery. |
Goodwill |
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. |
Development costs |
Development costs are capitalised when it is probable that the expected future economic benefits that are attributable to the asset generated will flow to the entity, and the costs can be measured reliably. |
The directors consider the useful life of each asset on an individual basis taking into account the existing market for such assets and forecasted future market. The useful life of development costs capitalised in these financial statements is considered to be 5 years. |
Amortisation commences when the intangible asset is available for use and the product is ready for the market and is charged to Cost of Sales on a straight-line basis. |
Tangible fixed assets |
Improvements to property | - |
Plant and machinery | - |
Motor vehicles | - |
Computer equipment | - |
Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
The expected useful lives of assets are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively. |
Stocks |
Stocks and work in progress are measured at the lower of cost and estimated selling price less costs to complete and sell on a first in first out basis after making due allowance for obsolete and slow moving items. Cost includes a relevant proportion of overheads according to the stage of completion of work in progress. |
Financial instruments |
The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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. |
Research and development |
Expenditure on research is expensed in the year in which it is incurred. |
Depending on the nature of development costs incurred, they are either written off in the year expenditure or capitalised (see Intangible assets accounting policy). |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
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. |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
Sale of goods | 19,237,259 | 13,900,085 |
19,237,259 | 13,900,085 |
An analysis of turnover by geographical market is given below: |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
United Kingdom | 16,763,820 | 13,900,085 |
Rest of the World | 2,473,439 | - |
19,237,259 | 13,900,085 |
4. | EMPLOYEES AND DIRECTORS |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
Wages and salaries | 4,142,744 | 3,817,136 |
Social security costs | 430,015 | 410,510 |
Other pension costs | 247,981 | 259,099 |
4,820,740 | 4,486,745 |
The average number of employees during the year was as follows: |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
Directors | 2 | 6 |
Production | 93 | 83 |
Administration | 7 | 5 |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
4. | EMPLOYEES AND DIRECTORS - continued |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
Directors' remuneration | 34,735 | 34,774 |
Directors' pension contributions to money purchase schemes | 25,000 | 11,667 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 2 | 2 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
Hire of plant and machinery | 25,605 | 9,511 |
Other operating leases | 324,494 | 347,670 |
Depreciation - owned assets | 187,373 | 186,139 |
Depreciation - assets on hire purchase contracts | 91,194 | 45,325 |
Profit on disposal of fixed assets | - | (6,865 | ) |
Goodwill amortisation | 142,098 | 35,524 |
Development costs amortisation | 127,819 | 149,123 |
Auditors' remuneration | 15,040 | 17,200 |
Foreign exchange differences | 5,494 | (11,015 | ) |
Government grants - revenue in nature | (63,000 | ) | (28,200 | ) |
Research and development | 63,158 | 251,133 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
Bank loan interest | 39,735 | 32,319 |
Hire purchase | 23,965 | 7,753 |
Invoice discounting charges | 167,814 | 80,089 |
231,514 | 120,161 |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
Current tax: |
UK corporation tax | 467,258 | 92,810 |
Deferred tax | 177,408 | 67,036 |
Tax on profit | 644,666 | 159,846 |
Reconciliation of total tax 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: |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
Profit before tax | 2,951,824 | 741,978 |
Profit multiplied by the standard rate of corporation tax in the UK of 20.496 % (2022 - 19 %) |
605,006 |
140,976 |
Effects of: |
Expenses not deductible for tax purposes | 55,662 | 14,554 |
Enhanced taxable deductions | (47,965 | ) | (66,780 | ) |
Changes in tax rates | 31,963 | 71,096 |
Total tax charge | 644,666 | 159,846 |
UK corporation tax has been charged at 20.496% (2022 - 19%). |
8. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
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. |
9. | DIVIDENDS |
Period |
1.5.21 |
Year Ended | to |
30.6.23 | 30.6.22 |
£ | £ |
Interim | 2,237,198 | 780,105 |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Development |
Goodwill | costs | Totals |
£ | £ | £ |
COST |
At 1 July 2022 |
and 30 June 2023 | 1,420,975 | 639,097 | 2,060,072 |
AMORTISATION |
At 1 July 2022 | 35,524 | 179,495 | 215,019 |
Amortisation for year | 142,098 | 127,819 | 269,917 |
At 30 June 2023 | 177,622 | 307,314 | 484,936 |
NET BOOK VALUE |
At 30 June 2023 | 1,243,353 | 331,783 | 1,575,136 |
At 30 June 2022 | 1,385,451 | 459,602 | 1,845,053 |
Development costs includes a project for an advanced retail display design solution. The carrying amount of this specific project at the period end is £276,100 (2022 - £373,547) and the remaining amortisation period is 3 years (2022 - 4 years). |
11. | TANGIBLE FIXED ASSETS |
Group |
Improvements |
to | Plant and | Motor | Computer |
property | machinery | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 July 2022 | 478,849 | 909,039 | 163,517 | 439,967 | 1,991,372 |
Additions | 121,784 | 710,018 | 103,120 | 177,035 | 1,111,957 |
At 30 June 2023 | 600,633 | 1,619,057 | 266,637 | 617,002 | 3,103,329 |
DEPRECIATION |
At 1 July 2022 | 406,362 | 395,623 | 30,757 | 274,753 | 1,107,495 |
Charge for year | 44,885 | 114,973 | 60,372 | 58,337 | 278,567 |
At 30 June 2023 | 451,247 | 510,596 | 91,129 | 333,090 | 1,386,062 |
NET BOOK VALUE |
At 30 June 2023 | 149,386 | 1,108,461 | 175,508 | 283,912 | 1,717,267 |
At 30 June 2022 | 72,487 | 513,416 | 132,760 | 165,214 | 883,877 |
Included within tangible fixed assets are assets held under hire purchase with a net book value of £684,072 (2022 - £189,072). |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
12. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 July 2022 |
and 30 June 2023 |
PROVISIONS |
Impairments | 75 |
At 30 June 2023 | 75 |
NET BOOK VALUE |
At 30 June 2023 |
At 30 June 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: Ground Floor, Komet Works, Sawday Street, Leicester, LE2 7JW |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Ground Floor, Komet Works, Sawday Street, Leicester, LE2 7JW |
Nature of business: |
% |
Class of shares: | holding |
13. | STOCKS |
Group |
30.6.23 | 30.6.22 |
£ | £ |
Raw materials | 404,890 | 410,593 |
Work-in-progress | 611,961 | 774,093 |
1,016,851 | 1,184,686 |
Stock recognised in cost of sales during the period as an expense was £7,639,142 (2022 - £5,997,853). |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
30.6.23 | 30.6.22 | 30.6.23 | 30.6.22 |
£ | £ | £ | £ |
Trade debtors | 7,400,408 | 4,769,636 |
Directors' current accounts | 150,502 | 252,191 | 150,502 | 70,198 |
Corporation tax | - | 37,816 |
Prepayments | 324,310 | 200,067 |
7,875,220 | 5,259,710 |
Trade debtors of £7,397,120 (2022 - £4,769,486) are subject to an invoice finance agreement. |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
30.6.23 | 30.6.22 | 30.6.23 | 30.6.22 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 17) | 200,000 | 200,000 |
Other loans (see note 17) | 5,326,242 | 3,203,196 |
Hire purchase contracts (see note 18) | 159,723 | 92,291 |
Trade creditors | 2,459,893 | 1,300,227 |
Amounts owed to group undertakings | - | - |
Corporation tax | 467,258 | - |
Social security and other taxes | 743,172 | 704,136 |
Other creditors | 396,674 | 363,013 |
Accruals and deferred income | 418,779 | 1,059,538 |
10,171,741 | 6,922,401 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
30.6.23 | 30.6.22 | 30.6.23 | 30.6.22 |
£ | £ | £ | £ |
Bank loans (see note 17) | 366,667 | 566,667 |
Hire purchase contracts (see note 18) | 406,269 | 101,384 |
Other creditors | 612,486 | 962,478 |
1,385,422 | 1,630,529 |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
17. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
30.6.23 | 30.6.22 |
£ | £ |
Amounts falling due within one year or | on demand: |
Bank loans | 200,000 | 200,000 |
Invoice finance creditor | 5,326,242 | 3,203,196 |
5,526,242 | 3,403,196 |
Amounts falling due between one and | two years: |
Bank loans - 1-2 years | 200,000 | 200,000 |
Amounts falling due between two and | five years: |
Bank loans - 2-5 years | 166,667 | 200,000 |
Amounts falling due in more than five | years: |
Repayable by instalments |
Bank loans more than 5 years | - | 166,667 |
The hire purchase loans are repayable monthly over periods ranging from 2 to 5 years at interest rates between 0% and 7% per annum. |
The bank loan is repayable monthly starting from May 2021 until its maturity in May 2026 at an interest rate of 3.14% per annum over the Bank of England Base Rate. |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
30.6.23 | 30.6.22 |
£ | £ |
Net obligations repayable: |
Within one year | 159,723 | 92,291 |
Between one and five years | 406,269 | 101,384 |
565,992 | 193,675 |
Group |
Non-cancellable | operating leases |
30.6.23 | 30.6.22 |
£ | £ |
Within one year | 453,012 | 298,012 |
Between one and five years | 846,089 | 524,101 |
In more than five years | 352,968 | - |
1,652,069 | 822,113 |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
19. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
30.6.23 | 30.6.22 |
£ | £ |
Bank loans | 566,667 | 766,667 |
Hire purchase contracts | 565,992 | 193,675 |
Invoice finance creditor | 5,326,242 | 3,203,196 |
6,458,901 | 4,163,538 |
The hire purchase contracts are secured on the individual assets being acquired. |
The invoice finance creditor is secured by way of a fixed and floating charge on the assets of the company. |
The bank loan is secured by way of a debenture on all the assets of the company. |
20. | PROVISIONS FOR LIABILITIES |
Group |
30.6.23 | 30.6.22 |
£ | £ |
Deferred tax |
Accelerated capital allowances | 404,617 | 202,847 |
Other timing differences | 69,025 | 93,387 |
473,642 | 296,234 |
Group |
Deferred |
tax |
£ |
Balance at 1 July 2022 | 296,234 |
Charge to Statement of Comprehensive Income during year | 177,408 |
Balance at 30 June 2023 | 473,642 |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.6.23 | 30.6.22 |
value: | £ | £ |
Ordinary 'A' | £1 | 19 | 19 |
Ordinary 'B' | £1 | 6 | 6 |
Ordinary 'C' | £1 | 19 | 19 |
Ordinary 'D' | £1 | 6 | 6 |
50 | 50 |
All share classes carry full voting rights with no restrictions and have no restrictions on the repayment of capital. The directors are entitled to vote an individual dividend on one class of share without the same dividend being voted to any other type of share. |
Sarsden Holdings Limited (Registered number: 13844714) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2023 |
22. | RESERVES |
Called up share capital |
This represents the nominal value of shares that have been issued. |
Retained earnings |
This includes all current and prior period retained profits and losses. |
Merger relief reserve |
This represents the premium realised on group reorganisation for which merger relief applied. |
23. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the year ended 30 June 2023 and the period ended 30 June 2022: |
30.6.23 | 30.6.22 |
£ | £ |
Mrs Z L Bredariol |
Balance outstanding at start of year | 126,095 | 40,035 |
Amounts advanced | - | 126,095 |
Amounts repaid | (126,095 | ) | (40,035 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | - | 126,095 |
A M Cleary |
Balance outstanding at start of year | 126,095 | 40,035 |
Amounts advanced | 150,502 | 126,095 |
Amounts repaid | (126,095 | ) | (40,035 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 150,502 | 126,095 |
Interest has been charged at the HMRC official rate. The loans are repayable on demand. |
24. | RELATED PARTY DISCLOSURES |
Key management personnel of the entity or its parent (in the aggregate) |
30.6.23 | 30.6.22 |
£ | £ |
Remuneration | 498,513 | 437,618 |
Dividends | 2,102,198 | 306,453 |
Amount due from related party | 150,502 | 252,191 |
Key management personnel are directors of the group. |
Other related parties |
30.6.23 | 30.6.22 |
£ | £ |
Dividends | 135,000 | 153,617 |
Other related parties are relatives of the directors of the group. |