REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2022 |
for |
Boustead Ventures Limited |
REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2022 |
for |
Boustead Ventures Limited |
Boustead Ventures Limited (Registered number: 03428170) |
Contents of the Financial Statements |
for the Year Ended 31 December 2022 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Statement of Directors' Responsibilities | 5 |
Report of the Independent Auditors | 6 |
Statement of profit or loss | 10 |
Other Comprehensive Income | 11 |
Statement of Financial Position | 12 |
Statement of Changes in Equity | 13 |
Notes to the Financial Statements | 14 |
Boustead Ventures Limited |
Company Information |
for the Year Ended 31 December 2022 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
3 Wey Court |
Mary Road |
Guildford |
Surrey |
GU1 4QU |
Boustead Ventures Limited (Registered number: 03428170) |
Report of the Directors |
for the Year Ended 31 December 2022 |
The directors present their report with the financial statements of the company for the year ended 31 December 2022. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of Hospitality and Tourism |
REVIEW OF BUSINESS |
The company has continued to undertake the operation of a hotel. The hotel is based in London in the United Kingdom. |
The directors have assessed the Company's financial position along with any potential risks to the business including the ongoing impact of COVID-19 and believe that preparing the accounts on a going concern basis continues to be appropriate for the company. The directors consider turnover to be the key performance indicator for the company; turnover is impacted by both occupancy rates and the average daily rate achieved per room. |
GOING CONCERN |
The financial statements have been prepared on a going concern basis. Although the company has net current liabilities and net liabilities, the company's ultimate parent undertaking, Boustead Holdings Berhad ("the group"), has agreed to provide financial support on a binding basis for a period of 12 months from the date of signing these financial statements until 29 September 2024 in order that the company can continue to meet its liabilities as they fall due. Having reviewed this support and in the context of the financial resources of the Parent, the directors consider it appropriate to prepare the financial statements on a going concern basis. |
DIVIDENDS |
The loss for the year after tax amounted to £353,234 (2021 - loss of £550,795). |
The directors are unable to recommend the payment of a dividend (2021 - Nil). |
FUTURE DEVELOPMENTS AND ECONOMIC RISK |
The Covid-19 pandemic continued to cause widespread disruption to the hospitality and leisure sector during the financial year. Although the Company is supported by Boustead Holdings Berhad, Covid-19 has had a significant impact on the activities of the Company. Due to the pandemic and the associated restrictions put in place by the U.K government, the hotel was closed between 1 January 2021 and 17 May 2021. Since May 2021, the Hotel has been fully operational, and the business has returned to levels of pre pandemic trading in FY 22/23. |
The U.K left the E.U on 31 December 2020, the most significant impact of this on the hospitality industry has been impact on the labour supply and in turn labour costs for the industry. The Directors continues to stay focused on managing this risk and its impact on the business. Because of the Covid-19 pandemic, it also remains difficult to fully assess the precise impact that Brexit will have on the company in the longer term and the full impact it will have on hotel staffing, wages, taxes and availability of staff among other issues. The Directors are of the opinion that the Company is, however, well placed to deal effectively with unexpected developments and any resulting volatility. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The key risks and the mitigation to those risks which the company was exposed to during the current period are listed below |
Health and safety risk |
The company is exposed to health and safety risk whilst customers stay in the hotel and apartments. The company takes a comprehensive approach to mitigating health and safety risk. A full planned and preventable maintenance programme is in operation year-round. Periodic training provides regular and systematic skill transfer, and hotel teams are thoroughly briefed on their responsibilities and the company escalation mechanisms, covering incident, accident, disaster recovery and interaction with emergency services. |
Credit risk |
Boustead Ventures Limited (Registered number: 03428170) |
Report of the Directors |
for the Year Ended 31 December 2022 |
Credit risk arises from cash and cash equivalents, bank deposits and accounts receivable. Credit risk refers to the risk exposure that potential financial loss to the company may occur if counterparty defaults on its contractual obligations. The maximum exposure to credit risk is the value of assets which might be lost. Cash and cash equivalents are deposited only within banks that are considered by the company to have a minimal risk of default. The company evaluates the concentration of risk with respect to accounts receivables as low, as reputable booking agents are used to generate revenue. |
Liquidity risk |
Liquidity risk is the risk that the company will not be able to meet its financial obligations. Cash flow forecasting is performed at group level. The group monitors rolling forecasts and the liquidity requirements to ensure it has sufficient cash to meet operational needs and financial obligations. Furthermore, as noted above, the Boustead Holdings Berhad has provided a letter of support for the business and will provide any funds required, this has been clearly demonstrated in prior years where funded when needed has been provided. |
Market risk |
The company operates in a market with a high level of competition and there is a risk that competitor actions could have a detrimental impact on the company. The company reviews the market continually and participates in regular benchmarking to understand the company's position compared to its competitors. |
Recently, there has been heightened political and economic uncertainty in the United Kingdom market and the growth rates and market sentiment have been impacted by Covid-19 and Brexit. The Directors believe that despite the uncertainty in the market, the business in the UK is well positioned for recovery due to the international customer base as the international travel opens over the next 12 months. |
SMALL COMPANIES REGIME |
The directors have taken advantage of the small companies' exemption under section 414B of the Companies Act 2006 in relation to the preparation of a strategic report. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
No director has any interest in the shares of the company or other interests that require disclosure under the Companies Act 2006. |
Directors' indemnity insurance is in place for all directors, subject to the conditions set out in section 234 of the Companies Act 2006. Such indemnity insurance remains in force at the date of approving the Directors' report. |
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. |
AUDITORS |
The auditors, Bennewith 2018 Limited (Statutory Auditors), will be proposed for re-appointment at the forthcoming Annual General Meeting. |
Boustead Ventures Limited (Registered number: 03428170) |
Report of the Directors |
for the Year Ended 31 December 2022 |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Boustead Ventures Limited (Registered number: 03428170) |
Statement of Directors' Responsibilities |
for the Year Ended 31 December 2022 |
The directors are responsible for preparing 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. |
Report of the Independent Auditors to the Members of |
Boustead Ventures Limited |
Opinion |
We have audited the financial statements of Boustead Ventures Limited (the 'company') for the year ended 31 December 2022 which comprise the Income Statement, Statement of Financial Position, 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 101 'Reduced Disclosure Framework' (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 December 2022 and of its loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors and the Statement of Directors' Responsibilities, 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Boustead Ventures Limited |
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 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; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 |
Boustead Ventures 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 obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined the most significant are those that relate to FRS101, pension laws and regulations and tax regulations. |
We assessed the risks of material misstatement in respect of fraud as follows: |
- Enquiries made of management and those charged with governance as well as the service organisation in relation to payroll services |
- Analytical procedures were used to identify if there were any unusual or unexpected relationships |
- Discussions with management to identify any fraud risk factors of related party relationships and transactions |
Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above. |
Enquiries were made of management and those charged with governance. We corroborated our enquiries through the review of Board minutes and other papers provided. There was no contradictory evidence. |
We considered the risk of fraud through management override and, in response, we incorporated testing of manual journal entries into our audit approach. We tested year end journals as well as journal entries throughout the year. There were no transactions identified outside the normal course of business. |
Based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud. We incorporated an element of unpredictability in the selection of the nature, timing, and extent of audit procedures. |
Where transaction meeting risk criteria were identified, we carried out further work such as additional testing to source information. |
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 |
Boustead Ventures Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
3 Wey Court |
Mary Road |
Guildford |
Surrey |
GU1 4QU |
Boustead Ventures Limited (Registered number: 03428170) |
Statement of profit or loss |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
TURNOVER | 3 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
(157,473 | ) | (415,873 | ) |
Other operating income |
OPERATING LOSS | ( |
) | ( |
) |
Interest payable and similar expenses | 5 |
LOSS BEFORE TAXATION | 6 | ( |
) | ( |
) |
Tax on loss | 7 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Boustead Ventures Limited (Registered number: 03428170) |
Other Comprehensive Income |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
LOSS FOR THE YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
Boustead Ventures Limited (Registered number: 03428170) |
Statement of Financial Position |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 8 |
CURRENT ASSETS |
Debtors | 9 |
Cash at bank and in hand | 10 |
CREDITORS |
Amounts falling due within one year | 11 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 13 |
Retained earnings | 14 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Boustead Ventures Limited (Registered number: 03428170) |
Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2021 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2021 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2022 | ( |
) | ( |
) |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements |
for the Year Ended 31 December 2022 |
1. | STATUTORY INFORMATION |
Boustead Ventures Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparation |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
• | the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment; |
• | the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations; |
• | the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations; |
• | the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources; |
• | the requirements of IFRS 7 Financial Instruments: Disclosures; |
• | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
• | the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases; |
the requirements of paragraph 58 of IFRS 16; |
• | the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers; |
• | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: |
- | paragraph 79(a)(iv) of IAS 1; |
- | paragraph 73(e) of IAS 16 Property, Plant and Equipment; |
- | paragraph 118(e) of IAS 38 Intangible Assets; |
- | paragraphs 76 and 79(d) of IAS 40 Investment Property; and |
- | paragraph 50 of IAS 41 Agriculture; |
• | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1; |
• | the requirements of IAS 7 Statement of Cash Flows; |
• | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
• | the requirements of paragraph 74(b) of IAS 16; |
• | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
• | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
• | the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets. |
These exemptions require that equivalent disclosures are included in the financial statements of the group in which the entity is consolidated. |
The results of the Company are included in the consolidated financial statements of Boustead Holdings Berhad which are available from 28th Floor, Menara Boustead, 69 Jalan Raja Chulan, 50200 Kuala Lumpar, Malaysia. |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Use of estimates and judgement |
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. |
Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.The following judgement and estimate has the most significant impact on amounts recognised in the financial statements: |
Determining the lease term of contracts - Company as lessee |
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). |
For leases of the Hotel property, the following factors are normally the most relevant: |
- If there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate). |
- If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate). |
Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset. |
Lease payments |
The Company had in place an agreement with Boustead Hyde Park Limited for the lease of Hyde Park Hotel, 23-25 Leinster Square, London, W2 4NE. The agreement has a term of 12 months and commenced on 1 November 2022. The Company renewed the lease agreement, from 1 November 2023 to 31 October 2024. The company accounts for the lease as short-term. Therefore the lease payments associated with this new lease are expensed on a straight-line basis over the lease term. |
Turnover |
Turnover is derived wholly in the United Kingdom from hotel operations including rental of rooms, food and beverage sales and car park rental. |
Turnover is recognised when control of services are transferred to the customer when they stay at these locations, at an amount that reflects the consideration to which the company expects to be entitled in exchange for those services in the normal course of business, net of trade discounts and VAT. |
Tangible fixed assets |
Depreciation is provided on all tangible fixed assets, on a straight-line basis over its estimated useful life, as follows: |
Furniture and fixtures - the shorter of the remaining term of the lease or 5 years straight line |
Computer equipment - 3 years straight line |
The carrying values of tangible fixed assets are reviewed for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable and are written down immediately to their recoverable amount. Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively. |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. |
Foreign currency transactions and balances |
Transactions in foreign currencies are initially recorded by the company at their respective functional currency spot rates at the date the transaction first qualifies for recognition. |
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. |
Differences arising on settlement or translation of monetary items are recognised in the statement of profit or loss. |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Leases |
The Company leases the hotel property. The rental contract is typically made for fixed periods but may have extension options. The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. |
The Company applies a single recognition and measurement approach for all leases, except for short-term leases. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. |
Right-of-use assets: The Company recognises right-of-use assets at the commencement date of the lease (i.e, the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. |
The right-of-use assets are also subject to impairment. |
Lease liabilities: At the commencement date of the lease, the company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. |
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. |
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. The incremental borrowing rate used was 4.1%. |
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Company's lease liabilities are included in creditors, split between amounts due within and after one year. |
Short-term leases |
The Company applies the short-term lease recognition exemption to its short-term leases (i.e those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases are recognised as an expense on a straight-line basis over the lease term. |
Pension costs |
The company operates a defined contribution pension scheme. Contributions to this scheme are recognised in the statement of comprehensive income in the period in which they are earned. |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Going concern |
The Company incurred losses amounting to £353,234 in the year ended 31 December 2022 and has net current liabilities of £7,022,040 and net liabilities of £7,023,040 as of 31 December 2022. The Board is required to consider the availability of resources to meet the Company's liabilities for a period of twelve months from the date of approval of these financial statements. |
The Board has assessed whether the Company will be able to meet its liabilities as and when they fall due for a period of twelve months from the date of approval of the financial statements to 29 September 2024 with reference to various considerations including preparing a cash flow forecast using base case assumptions which were then stress tested. |
The Board acknowledges the general uncertainty provided by COVID-19 and as such has obtained a written confirmation of financial support from its Group undertaking, Boustead Holdings Berhad for a period of 12 months from the date of approval of these financial statements until September 2024. The Directors, having made the relevant enquiries and having reviewed the Group's publicly available financial position in its latest annual report filings, indicating that the Group is in a strong financial position with significant amounts of liquid assets available, are therefore satisfied that the Group undertaking has adequate resources to provide any support to the Company if it is needed. As at 31 December, as reported on 27 April 2022, the Group had Malaysian Ringgit RM 463.5m of cash and cash equivalents. In addition, as at 31 December 2021, the Group had further undrawn credit facilities of RM 2,732.5m that is available for drawdown. |
The board notes that Boustead Holdings Berhad has always provided all resolvent financial support as and when required in prior years.As a result of the group's precedent to support the company together with the binding letter of financial support provided covering the going concern assessment period to 29 September 2024 and enquiries made of group management, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements. |
Cost of sales |
Cost of sales are included in the statement of profit or loss, net of trade discounts and VAT. |
Finance costs |
Finance costs comprise interest expenses on borrowings. All borrowing costs are recognised in the statement of profit or loss in the period in which they are incurred. |
Government grants |
Governments grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised in income in equal amounts over the expected useful life of the related asset. |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Trade and other receivables |
Prepayments primarily consist of expenses paid in advance. These costs have been capitalised as they represent a future economic benefit to the company. |
Cash at bank |
Bank balances net of outstanding checks. |
Trade and other payables |
Trade payables are non-interest bearing and are normally paid when due. |
Share capital |
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of tax effects. |
3. | TURNOVER |
The turnover and loss before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
31.12.22 | 31.12.21 |
£ | £ |
An analysis of turnover by geographical market is given below: |
31.12.22 | 31.12.21 |
£ | £ |
United Kingdom |
4. | EMPLOYEES AND DIRECTORS |
31.12.22 | 31.12.21 |
£ | £ |
Wages and salaries | 304,709 | 130,581 |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
31.12.22 | 31.12.21 |
Administrative staff |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
4. | EMPLOYEES AND DIRECTORS - continued |
During the year neither of the directors received any emoluments for their services to Boustead Ventures Limited (2021 - £nil). Both directors received remuneration from Boustead Holdings Berhad as employees of this company. |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.22 | 31.12.21 |
£ | £ |
Interest payable on loans |
6. | LOSS BEFORE TAXATION |
The loss before taxation is stated after charging: |
2022 | 2021 |
£ | £ |
Cost of inventories recognised as an expense | 34,533 | 34,533 |
Depreciation - owned assets | - | 710 |
Short-term lease costs | 696,000 | 482,875 |
730,533 | 518,118 |
The company paid £27,500 (2021: £62,665 previous auditors) to its auditors in respect of the audit of the financial statements. Amounts paid for the non-audit services during the year were £9,100 (2021: £5,550 previous auditors) |
7. | TAXATION |
Analysis of tax expense |
No liability to UK corporation tax arose for the year ended 31 December 2022 nor for the year ended 31 December 2021. |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
8. | TANGIBLE FIXED ASSETS |
Fixtures |
Long | and | Computer |
leasehold | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2022 |
Disposals | ( |
) | ( |
) |
At 31 December 2022 |
DEPRECIATION |
At 1 January 2022 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.22 | 31.12.21 |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
10. | CASH AT BANK AND IN HAND |
31.12.22 | 31.12.21 |
£ | £ |
Cash at bank | 527,789 | 112,748 |
Cash in hand |
11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.22 | 31.12.21 |
£ | £ |
Trade creditors |
Finance lease obligations | - | 448,625 |
Amounts owed to group undertakings |
Social security and other taxes |
VAT | 56,552 | 13,572 |
Other creditors |
Pension fund | 2,264 | 938 |
Accrued expenses |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
12. | LEASING |
Other leases |
31.12.22 | 31.12.21 |
£ | £ |
Short-term leases | 696,000 | 482,875 |
The above expenses relating to short term leases were included in administrative expenses in the statement of profit or loss. |
13. | CALLED UP SHARE CAPITAL |
Allotted and issued: |
Number: | Class: | Nominal | 31.12.22 | 31.12.21 |
value: | £ | £ |
Share capital 1 | 1 | 1,000 | 1,000 |
Capital management |
The Company defines capital as the total equity of the Company. The Company's primary objectives when managing capital are to achieve sustainable growth and ensure that the Company has adequate capital to fund its operations. |
The Directors regularly assess and quantify the potential capital requirements of the Company in order to ensure the Company has adequate capital. The process of allocating capital to specific operations and activities is undertaken by the management and is reviewed regularly by the Directors. |
The Company has access to capital from its Parent company and group to be used for its operations. |
14. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2022 | ( |
) |
Deficit for the year | ( |
) |
At 31 December 2022 | ( |
) |
15. | CONTROLLING PARTY AND PARENT UNDERTAKING |
The immediate parent undertaking is Boustead Properties Berhad, a company incorporated in Malaysia. |
The ultimate parent undertaking and controlling party is Boustead Properties Berhad, a company incorporated in Malaysia. |
Lembaga Tabung Angkatan Tentera, a Malaysian statutory body established under the Tabung Angkatan Tentera Act, 1973 is the main shareholder of Boustead Holdings Berhad. |
Boustead Holdings Berhad is the largest group of undertakings to consolidate these financial statements at 31 December 2022. |
The consolidated financial statements of Boustead Holdings Berhad are available from Tingkat 28, Menara Boustead 69, Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia. |
Boustead Ventures Limited (Registered number: 03428170) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2022 |
16. | RELATED PARTY TRANSACTIONS |
During the year, the Company entered into transactions in the ordinary course of business, with related parties. |
17. | COMMITMENTS |
Company as lessee |
The Company has a lease contract that commenced in 1 November 2022 and will expire on 31 October 2023. The future lease payments for this short-term lease contract is: |
31 December 2022 |
£ |
Within one year 580,000 |
The company entered into another lease contract that will commence 1 November 2023 and will expire on 31 October 2024. |
31 December 2022 |
£ |
Within one year 116,000 |
2-5 years 580,000 |