REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
16 MAY 2022 TO 30 NOVEMBER 2022 |
FOR |
GREEN PARTS SPECIALIST HOLDINGS LTD |
REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
16 MAY 2022 TO 30 NOVEMBER 2022 |
FOR |
GREEN PARTS SPECIALIST HOLDINGS LTD |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Statement of Comprehensive Income | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
GREEN PARTS SPECIALIST HOLDINGS LTD |
COMPANY INFORMATION |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
Directors: |
Registered office: |
Registered number: |
Auditors: |
1st Floor Waterside House |
Waterside Drive |
Wigan |
Lancashire |
WN3 5AZ |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
STRATEGIC REPORT |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
The directors present their strategic report for the period 16 May 2022 to 30 November 2022. |
Review of business |
The company was incorporated in May 2022 and, in June 2022, acquired the entire share capital of Green Parts Specialist (Ormskirk) Holdings Ltd via a share for share exchange. This formed part of a restructuring process prior to the entire share capital of the company being purchased by Copart UK Limited in July 2022. Copart UK Limited is part of an international group of companies headed by Copart Inc., a NASDAQ listed company incorporated in Delaware, USA. |
The company now sits as an intermediate holding company within the trading group. The subsidiary undertakings of the company are shown in note 6 of the financial statements, with the primary trading activity of the subsidiaries being the sale and recycling of motor vehicles and parts. |
During the period, the company received distributions from subsidiary undertakings of £5,840,000. The entire amount was in specie and was in respect of the transfer of investment properties. The investment properties were held for a short period and generated rental income of £18,941, which was the company's entire turnover for the period. |
The investment properties were subsequently transferred out of the company by way of a demerger process which also involved the reduction of the company's share capital, as set out in note 9. |
The directors were pleased were the results of the company's trading subsidiaries in the year as they showed significant increases in total turnover and net profit. |
Principal risks and uncertainties |
As it is an intermediate holding company, the principal risks to the company relate to the potential risks and uncertainties identified by its main trading subsidiary undertaking, Green Parts Salvage & Recycling Ltd. The key risks identified by the subsidiary are : |
Competitive risks |
The company operates in a competitive market with the associated commercial risks. To guard against these risks, the company continues its commitment to excellent customer service and ensures that its operational processes are as efficient as possible. It also demonstrates its professionalism by being a member of a number of key leading industry bodies and associations. |
Financial risks |
The company's exposure to financial risk is low and the directors prudently manage the financial position of the business. The company's exposure to interest rate increases is low as its borrowings relate to fixed rate hire purchase finance agreements. |
Macroeconomic risks |
The directors regularly review the wider economy to identify potential risks to the business. A combination of high inflation and increased energy costs has placed significant cost pressures on many businesses within the economy. Although the company has generally been able to manage the impact of these on the business, the directors continue to regularly review its cost base to identify any potential risks. The ongoing war in Ukraine continues to have a significant impact on the global economy. Whilst the impact on the company has been relatively low, the directors continue to monitor the position so that any potential risks to the company are identified as early as possible. |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
STRATEGIC REPORT |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
Section 172(1) statement |
The directors have considered their responsibilities under Section 172 of the Companies Act 2006. Using the strategic relevance as the guiding principal, the directors have determined that they have very few matters to disclose, given that the company is an intermediate holding company with no employees and no ongoing trading activities. |
Therefore, the breadth of stakeholder and other considerations that would often apply to trading companies within the wider group, have generally not applied to this company. Where the directors have been required to take decisions, they have done so for the benefit of the company and its stakeholders. |
The directors consider that the principal decisions taken in the year were limited to the following areas : |
- the company's role within the restructuring of the wider group |
- managing investment properties for the short period of they were held by the company, together with the transfer of the properties by way of a demerger process |
- approval of the company's financial statements, and related reports. |
On behalf of the board: |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
The directors present their report with the financial statements of the company for the period 16 May 2022 to 30 November 2022. |
Incorporation |
The company was incorporated on 16 May 2022 and passed a special resolution on 18 July 2022 changing its name from |
Dividends |
No dividends will be distributed for the period ended 30 November 2022. |
Directors |
Other changes in directors holding office are as follows: |
All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
Political donations and expenditure |
The company has made no political or charitable contributions during the reporting period. |
Future developments |
The directors anticipate that the business will continue as an intermediate holding company within the group. |
Company payment policy |
The company has no external creditors. |
Disclosure in the strategic report |
The disclosures in respect of the business review and the financial risk management, objectives and policies are included in the Strategic Report. |
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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | 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. |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
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 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 company's auditors are aware of that information. |
Auditors |
The auditors, NRB, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
On behalf of the board: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
GREEN PARTS SPECIALIST HOLDINGS LTD |
Opinion |
We have audited the financial statements of Green Parts Specialist Holdings Ltd (the 'company') for the period ended 30 November 2022 which comprise the Statement of Comprehensive Income, 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 30 November 2022 and of its profit for the period then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
GREEN PARTS SPECIALIST HOLDINGS LTD |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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. |
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: |
- Consideration was given to the entity's susceptibility to material misstatement at all times during the audit including consideration of how fraud could occur. This involved consideration of the nature of the entity's activities and transactions with the potential identification of fraud |
- Identification of key laws and regulations considered central to the entity, including a review of any policies and procedures in place to ensure compliance. Key laws and regulations identified include the UK Companies Act, tax legislation, health and safety regulations. |
- Ensured that the engagement team had the necessary competence and capabilities to identify any examples of non-compliance at all stages |
- Audit work was completed in all relevant areas that were deemed to be appropriate for the client and the associated risks in respect of potential misstatements, including fraud. Our audit work was designed to assess these risks in all areas and included enquiry of management, testing the appropriateness of journal entries, reviewing financial statement disclosures and tracing to relevant documentation as well as the consideration of the risk of potential management override |
Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. |
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 |
1st Floor Waterside House |
Waterside Drive |
Wigan |
Lancashire |
WN3 5AZ |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
STATEMENT OF COMPREHENSIVE |
INCOME |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
Notes | £ |
TURNOVER | 3 |
OPERATING PROFIT |
Income from shares in group undertakings |
PROFIT BEFORE TAXATION |
Tax on profit | 5 |
PROFIT FOR THE FINANCIAL PERIOD |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
BALANCE SHEET |
30 NOVEMBER 2022 |
Notes | £ | £ |
FIXED ASSETS |
Investments | 6 |
Investment property | 7 |
CURRENT ASSETS |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Increase in share capital | 20,000,000 | - | 20,000,000 |
Reduction in share capital | (5,840,000 | ) | - | (5,840,000 | ) |
Total comprehensive income | - |
Balance at 30 November 2022 |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
1. | STATUTORY INFORMATION |
Green Parts Specialist Holdings Ltd is a |
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, modified to include certain items ar fair value. |
Going Concern |
The company is reliant upon the financial support of the wider group, the directors have confirmed that this support will be provided for the foreseeable future. The company therefore continue to adopt the going concern basis in preparing its financial statements. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The directors have taken advantage of the exemption in FRS102 para 1.12 from including a cash flow statement in the financial statements on the grounds that the company is wholly owned and its ultimate parent publishes consolidated financial statements which are publicly available. |
Preparation of consolidated financial statements |
The financial statements contain information about Green Parts Specialist Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Copart Inc., 14185 Dallas Parkway, Ste 300, Dallas, TX 75254, USA. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Investments in subsidiaries |
Investments in subsidiaries are stated at cost less any accumulated impairment losses. |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the 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 period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
3. | TURNOVER |
The company's turnover relates to rental income received during the period in which it held investment properties. All income arose in the United Kingdom. |
4. | EMPLOYEES AND DIRECTORS |
There were no staff costs in the period. |
£ |
Directors' remuneration |
5. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the period was as follows: |
£ |
Current tax: |
UK corporation tax |
Tax on profit |
UK corporation tax has been charged at 19% . |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Dividends from UK companies | (1,109,600 | ) |
Total tax charge | 3,599 |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 30 November 2022 |
NET BOOK VALUE |
At 30 November 2022 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Acrey Fields Woburn Road, Wootten, Bedfordshire, England, MK43 9EJ |
Nature of business: |
% |
Class of shares: | holding |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
6. | FIXED ASSET INVESTMENTS - continued |
Registered office: Acrey Fields Woburn Road, Wootten, Bedfordshire, England, MK43 9EJ |
Nature of business: |
% |
Class of shares: | holding |
The company is held as a 100% subsidiary of Green Parts Specialist (Ormskirk) Holdings Ltd |
Registered office: Acrey Fields Woburn Road, Wootten, Bedfordshire, England, MK43 9EJ |
Nature of business: |
% |
Class of shares: | holding |
The company is held as a 100% subsidiary of Green Parts Specialist (Ormskirk) Holdings Ltd |
Registered office: Acrey Fields Woburn Road, Wootten, Bedfordshire, England, MK43 9EJ |
Nature of business: |
% |
Class of shares: | holding |
The company is held as a 100% subsidiary of Green Parts Specialist Salvage & Recycling Ltd |
Registered office: Acrey Fields Woburn Road, Wootten, Bedfordshire, England, MK43 9EJ |
Nature of business: |
% |
Class of shares: | holding |
The company is held as a 100% subsidiary of Green Parts Specialist Salvage & Recycling Ltd |
7. | INVESTMENT PROPERTY |
Total |
£ |
FAIR VALUE |
Additions |
Disposals | ( |
) |
At 30 November 2022 |
NET BOOK VALUE |
At 30 November 2022 |
The properties were transferred out of the company by a way of a demerger process, which involved the reduction of the company's share capital as set out in note 9. |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Tax |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
B Ordinary | £1 | 14,160,000 |
GREEN PARTS SPECIALIST HOLDINGS LTD (REGISTERED NUMBER: 14108238) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 16 MAY 2022 TO 30 NOVEMBER 2022 |
9. | CALLED UP SHARE CAPITAL - continued |
The company issued 19,999,999 ordinary £1 shares in June 2022 as consideration for the acquisition of the entire share capital of Green Parts Specialist (Ormskirk) Holdings Ltd. In addition, the 1 subscriber ordinary £1 share was made fully paid up. |
The company subsequently redesignated the 20,000,000 ordinary £1 shares as 5,840,000 A ordinary £1 shares and 14,160,000 B ordinary £1 shares. The company then reduced its share capital to 14,160,000 B ordinary £1 shares by cancelling the 5,840,000 A ordinary £1 shares. |
The B ordinary £1 shares carry voting rights, dividend rights and the right to participate in a distribution of capital. |
10. | RELATED PARTY DISCLOSURES |
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. |
11. | ULTIMATE CONTROLLING PARTY |
The company's immediate parent undertaking is Copart UK Limited, registered in England and Wales. The ultimate parent undertaking and controlling party is Copart Inc, a NASDAQ listed corporation incorporated in Delaware, USA. |
The parent undertaking of the smallest and largest group of undertakings of which the company is a member and for which financial statements are drawn up in Copart Inc. Copies of its financial statements are available from Copart Inc., 14185 Dallas Parkway, Ste 300, Dallas, TX 75254, USA. |