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Mistsolar Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 March 2023






Mistsolar Limited

Company Information
for the Year Ended 31 March 2023







DIRECTORS: G Pesticcio
P L Daplyn



SECRETARY: P L Daplyn



REGISTERED OFFICE: Bridgend Ford
Cowbridge Road
Watertown Industrial Estate
Bridgend
CF31 3BF



REGISTERED NUMBER: 01964884 (England and Wales)



AUDITORS: BPU Limited
Chartered Accountants
Statutory Auditor
Radnor House
Greenwood Close
Cardiff Gate Business Park
Cardiff
CF23 8AA



BANKERS: Natwest Bank plc
28 Adare Street
Bridgend
Mid Glamorgan
CF31 1EJ

Mistsolar Limited (Registered number: 01964884)

Strategic Report
for the Year Ended 31 March 2023



REVIEW OF BUSINESS
Trading for the year ending 31 March 2023 was more difficult than the previous year.

While new car volumes and margins improved, new commercials saw a restriction to supply causing a drop in volume, added to this our used vehicle market softened by 15% and margins declined as some of the previous years gains in values were reversed.

The start of post year-end trading has seen a continuation of new vehicle restrictions, and used vehicle values decline further, possibly a reaction to interest rates rising and other household expenditure increasing.
Aftersales departments however are strengthening again.

The results on page 9 indicate a profit before tax of £547,638 from sales of £42,559,398 (2022
£1,045,575, Sales £45,550,766)

The key performance indicator for the company is gross profit per new vehicle sold. This has decreased by 3% on the previous year but still remains above the market average.

PRINCIPAL RISKS AND UNCERTAINTIES
Inflation and rising interest rates are the biggest risk to the company. Over 90% of vehicle sales are purchased with some sort of finance and rising interest rates increase the monthly payments on our sales while our customers are faced with increases in any other loans and mortgages they may have.

STRATEGY
The company continues its strategy of consolidating its position by growing all departments and in particular is investing in capital and training to take advantage of the evolving market in electric vehicles

THIS REPORT WAS APPROVED BY THE BOARD:





P L Daplyn - Director


2 November 2023

Mistsolar Limited (Registered number: 01964884)

Report of the Directors
for the Year Ended 31 March 2023


The directors present their report with the financial statements of the company for the year ended 31 March 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the operation of a Ford Motor Company franchised dealership.

DIVIDENDS
The total distribution of dividends for the year ended 31 March 2023 was £301,920 (2022- £nil).

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report.

G Pesticcio
P L Daplyn

Other changes in directors holding office are as follows:

M W Deans - resigned 1 November 2022

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Mistsolar Limited (Registered number: 01964884)

Report of the Directors
for the Year Ended 31 March 2023


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 company'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 company's auditors are aware of that information.

THIS REPORT WAS APPROVED BY THE BOARD:





P L Daplyn - Director


2 November 2023

Report of the Independent Auditors to the Members of
Mistsolar Limited


Opinion
We have audited the financial statements of Mistsolar Limited (the 'company') for the year ended 31 March 2023 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 March 2023 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

Report of the Independent Auditors to the Members of
Mistsolar Limited


Other information
The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of 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 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Mistsolar 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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risks of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

The laws and regulations that we determined were most significant to the company were Health & Safety regulations, regulation of The Financial Conduct Authority, the Companies Act 2006, Environmental law, Employment law and UK corporate tax laws.

We obtained an understanding of how the company is complying with those laws and regulations by making enquiries of the management and those charged with governance, and corroborated these enquiries through our review of relevant documentation and review of legal and professional spend for the year.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. We addressed the risk of management override of internal controls and assessed the effectiveness of the controls that management has in place to prevent and detect fraud, including testing of manual journals and evaluating the assumptions and judgements made by management in its significant accounting estimates. We also addressed the risk of incorrect stock valuation to ensure motor vehicles were recorded in the financial statements at the lower of cost and net realisable value.

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
Mistsolar 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.




John Huw Palin FCA (Senior Statutory Auditor)
for and on behalf of BPU Limited
Chartered Accountants
Statutory Auditor

2 November 2023

Mistsolar Limited (Registered number: 01964884)

Profit and Loss Account
for the Year Ended 31 March 2023

2023 2022
Notes £    £   

TURNOVER 42,559,398 45,550,766

Cost of sales (37,336,308 ) (39,712,771 )
GROSS PROFIT 5,223,090 5,837,995

Distribution costs (2,774,545 ) (3,051,764 )
Administrative expenses (1,844,963 ) (1,716,481 )
603,582 1,069,750

Other operating income - 25,160
OPERATING PROFIT 4 603,582 1,094,910


Interest payable and similar
expenses

5

(55,944

)

(49,335

)
PROFIT BEFORE TAXATION 547,638 1,045,575

Tax on profit 6 (94,775 ) (207,523 )
PROFIT FOR THE FINANCIAL YEAR 452,863 838,052

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

452,863

838,052

Mistsolar Limited (Registered number: 01964884)

Balance Sheet
31 March 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 8 229,645 239,939
Investments 9 10,100 10,100
239,745 250,039

CURRENT ASSETS
Stocks 10 10,229,383 6,389,339
Debtors 11 890,926 1,527,201
Cash at bank and in hand 2,961,106 1,229,232
14,081,415 9,145,772
CREDITORS
Amounts falling due within one year 12 11,364,826 6,466,492
NET CURRENT ASSETS 2,716,589 2,679,280
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,956,334

2,929,319

CREDITORS
Amounts falling due after more than
one year

13

(80,953

)

(202,381

)

PROVISIONS FOR LIABILITIES 17 (57,500 ) (60,000 )
NET ASSETS 2,817,881 2,666,938

CAPITAL AND RESERVES
Called up share capital 18 50,000 50,000
Retained earnings 19 2,767,881 2,616,938
SHAREHOLDERS' FUNDS 2,817,881 2,666,938

Mistsolar Limited (Registered number: 01964884)

Balance Sheet - continued
31 March 2023


The financial statements were approved by the Board of Directors and authorised for issue on 2 November 2023 and were signed on its behalf by:





P L Daplyn - Director


Mistsolar Limited (Registered number: 01964884)

Statement of Changes in Equity
for the Year Ended 31 March 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Balance at 1 April 2021 50,000 1,778,886 1,828,886

Changes in equity
Total comprehensive income - 838,052 838,052
Balance at 31 March 2022 50,000 2,616,938 2,666,938

Changes in equity
Dividends - (301,920 ) (301,920 )
Total comprehensive income - 452,863 452,863
Balance at 31 March 2023 50,000 2,767,881 2,817,881

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements
for the Year Ended 31 March 2023


1. STATUTORY INFORMATION

Mistsolar Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

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.

Turnover
Turnover represents net invoiced sales of goods and services in relation to the sale and repair of motor vehicles, excluding value added tax.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant, machinery & computer
equipment

-

between 3 and 10 years
Fixtures, fittings & office equipment - between 5 and 10 years

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Stocks
Stock is valued at the lower of cost and net realisable value.


Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023


2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Hire purchase and leasing commitments
Assets held under finance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and depreciated over their useful lives.

The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding.

Rentals paid under operating leases are charged to income on a straight line basis over the lease term.

Pension costs
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the profit and loss account in the period to which they relate.

Investments
Investments held as fixed assets are stated at cost.

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023


3. EMPLOYEES AND DIRECTORS

20232022
£   £   
Wages and salaries2,774,5712,896,009
Social security costs292,440288,285
3,067,0113,184,294

Average number of employees during the yearNumberNumber
Administration1512
Parts88
Service2728
Sales3234
8282

2023 2022
£ £
Directors' remuneration 245,965 331,431
Directors' pensions 84,000 -
329,965 331,431


Information regarding the highest paid director is as follows:
2023 2022
£ £
188,408 150,531

4. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£    £   
Depreciation - owned assets 72,553 47,877
Audit fees 14,750 14,750
Pension costs 177,266 103,494
Lease costs 80,442 77,872

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023


5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank interest 12,010 8,392
Hire purchase 43,934 40,943
55,944 49,335

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 97,275 170,523

Deferred tax (2,500 ) 37,000
Tax on profit 94,775 207,523

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 547,638 1,045,575
Profit multiplied by the standard rate of corporation tax in the
UK of 19% (2022 - 19%)

104,051

198,659

Effects of:
Expenses not deductible for tax purposes - 3,140
Capital allowances in excess of depreciation (6,776 ) (31,276 )
adjusted
Movement in deferred tax charge (2,500 ) 37,000
Total tax charge 94,775 207,523

7. DIVIDENDS
2023 2022
£    £   
Ordinary shares of £1 each
Paid 301,920 -

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023


8. TANGIBLE FIXED ASSETS
Plant, Fixtures,
machinery fittings
& computer & office
equipment equipment Totals
£    £    £   
COST
At 1 April 2022 436,022 149,250 585,272
Additions 41,552 31,313 72,865
Disposals (37,542 ) (12,912 ) (50,454 )
At 31 March 2023 440,032 167,651 607,683
DEPRECIATION
At 1 April 2022 259,609 85,724 345,333
Charge for year 51,746 20,807 72,553
Eliminated on disposal (33,258 ) (6,590 ) (39,848 )
At 31 March 2023 278,097 99,941 378,038
NET BOOK VALUE
At 31 March 2023 161,935 67,710 229,645
At 31 March 2022 176,413 63,526 239,939

9. FIXED ASSET INVESTMENTS
Shares in
group Unlisted
undertakings investments Totals
£    £    £   
COST
At 1 April 2022
and 31 March 2023 100 10,000 10,100
NET BOOK VALUE
At 31 March 2023 100 10,000 10,100
At 31 March 2022 100 10,000 10,100

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023


9. FIXED ASSET INVESTMENTS - continued

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Bridgend Rent-A-Car Limited
Registered office:
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 2 2

10. STOCKS
2023 2022
£    £   
Vehicle parts 298,658 218,937
Motor vehicles 9,930,725 6,170,402
10,229,383 6,389,339

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 510,899 1,101,625
Other debtors 377,035 418,551
Prepayments 2,992 7,025
890,926 1,527,201

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts (see note 14)
121,428

121,428
Trade creditors 8,977,813 4,057,284
Corporation tax 97,274 170,524
Social security and other taxes 103,337 81,760
VAT 1,010,165 1,387,649
Other creditors 734,533 226,324
Accrued expenses 320,276 421,523
11,364,826 6,466,492

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023


13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR
2023 2022
£    £   
Bank loans (see note 14) 80,953 202,381

14. LOANS

An analysis of the maturity of loans is given below:

2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank loans 121,428 121,428

Amounts falling due between one and two years:
Bank loans - 1-2 years 80,953 121,428

Amounts falling due between two and five years:
Bank loans - 2-5 years - 80,953

15. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 33,594 48,630
Between one and five years 109,676 65,002
143,270 113,632

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023


16. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Bank loans 202,381 323,809
Hire purchase 499,044 98,644
701,425 422,453

The bank loan is secured by a fixed and floating charge over the assets of the company. There is a repayment holiday for the first 12 months, followed by 42 monthly repayments of £10,119.04 at an interest rate of 2.75% with the final repayment due in January 2025.

Hire purchase contracts are secured by a charge over the vehicles to which they relate.

17. PROVISIONS FOR LIABILITIES
2023 2022
£    £   
Deferred tax 57,500 60,000

Deferred
tax
£   
Balance at 1 April 2022 60,000
Provided during year (2,500 )
Balance at 31 March 2023 57,500

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
50,000 Ordinary £1 50,000 50,000

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023


19. RESERVES
Retained
earnings
£   

At 1 April 2022 2,616,938
Profit for the year 452,863
Dividends (301,920 )
At 31 March 2023 2,767,881

20. ULTIMATE PARENT COMPANY

Mistsolar Holdings Limited is regarded by the directors as being the company's ultimate parent company.

21. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

Mr G Pesticcio and Mr P L Daplyn have provided personal guarantees for a total sum of £300,000.

22. CONTROLLING PARTY

The ultimate controlling party is G Pesticcio.