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Registered number: 02479836
















FRAMPTON HOLDINGS LIMITED




DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022


































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FRAMPTON HOLDINGS LIMITED

 
COMPANY INFORMATION


DIRECTORS
I J Harvey 
W R Martin 
A W Staples 




COMPANY SECRETARY
I J Harvey



REGISTERED NUMBER
02479836



REGISTERED OFFICE
76 Charlton Road
Shepton Mallet

Somerset

BA4 5PD




INDEPENDENT AUDITORS
Bishop Fleming Bath Limited
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






FRAMPTON HOLDINGS LIMITED


CONTENTS



Page
Directors' Report
 
1 - 3
Directors' Responsibilities Statement
 
4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 18



FRAMPTON HOLDINGS LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2022

The directors present their report and the financial statements for the year ended 30 June 2022.

PRINCIPAL ACTIVITY

The principal activity of the Company during the period was that of an intermediate holding company.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £4,067 (2021: loss £7,256).

DIRECTORS

The directors who served during the year were:

I J Harvey 
W R Martin 
A W Staples 

Page 1


FRAMPTON HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
MATERIAL UNCERTAINTY IN RELATION TO GOING CONCERN

The Directors assess whether the use of going concern is appropriate, i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the Company, and the group it is a member of, headed by Framptons Group Holdings Limited, to continue as a going concern. The Directors make this assessment in respect of a period of 12 months from the date of approval of the financial statements. 
It is acknowledged that prior to the balance sheet date the Group and Company has been significantly impacted by the COVID-19 pandemic and the Ukraine war, which has had an unprecedented impact on a wide range of businesses, industries, and the economy as a whole. 
During the year ended 30 June 2022 the Group headed by Framptons Group Holdings Limited made a loss of £672,690 and as at 30 June 2022 had net current liabilities of £7,764,205 and net assets of £1,660,186. The financial results for the year ended 30 June 2023 will show continued trading losses and an increased net current liability position. The Group has been successful in raising an additional £1.9m in equity investment and short-term loans, as well as renewing its invoice discounting facility with HSBC, which have provided the necessary liquidity to continue trading. 
The Group is reliant on proceeds of factored debts which are secured against trade debtors, and a mortgage debenture over all the assets in the Group in favour of HSBC. The Group also has 2 bank loans from HSBC, one of which was received under the Coronavirus Business Interruption Loan Scheme (CBILS), managed by the British Business Bank, repayable in instalments, with the final payment due in 2027. The other loan is a term loan repayable in instalments, with the final payment due in 2026, however, due to a breach of a financial covenant attached to the facility the loan has been reclassified as repayable on demand. The Group has also breached these covenants at 30 June 2023.
No formal waiver of enforcement action as a result of this breach has been obtained by the Directors, but the Directors are in discussions with HSBC regarding these breaches and are seeking assurances that existing facilities will continue to be made available. The outcome of these discussions is expected to be positive, but the conclusion remains uncertain. 
There has been an offer of significant investment into the business which the Directors believe will complete by the end of November 2023, however, the capital has not yet been received, and has therefore not been included the Directors budgets and forecasts. 
The Directors have prepared budgets and cash flow forecasts for a period of at least 12 months following the date of approval of the financial statements. These forecasts assume that the current improved trading performance of the group continues. The Directors are of the opinion that the Group will continue in operational existence for the foreseeable future and continue to adopt the going concern basis in preparing the financial statements. This opinion is based on the group’s current trading levels, and support from creditors, including HSBC. However, in making this assessment the directors have made a number of significant assumptions. These include:
 
Ongoing support from HSBC – no formal waiver of enforcement action as a result of financial covenant breaches have been obtained. The bank has been supportive of the business to date and the Directors assume this support will continue for at least 12 months from signing these financial statements, and to the Directors do not expect these banking facilities to be withdrawn within 12 months from approving these financial statements.
 
Return to profitability and cash generation – the Directors’ forecasts assume that the Group’s revenue and cost savings targets are achieved to enable the group to generate positive operating cash flows in order to meet its creditor obligations. 
 
The directors believe that, taken as a whole, the factors described above enable the Group and the Company to continue as a going concern for the foreseeable future. The financial statements do not reflect the adjustments that would be necessary should the ability of the Group to trade be jeopardised due to a material issue with any one of these assumptions not being achieved. As such there is a material uncertainty related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern and, therefore,
Page 2


FRAMPTON HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
that it may be unable to realise its assets and discharge its liabilities in the normal course of business. 

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

AUDITORS

The auditorsBishop Fleming Bath Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

SMALL COMPANIES NOTE

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 






I J Harvey
Director

Date: 16 November 2023

76 Charlton Road
Shepton Mallet
Somerset
BA4 5PD

Page 3


FRAMPTON HOLDINGS LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

The directors are responsible for preparing the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 4


FRAMPTON HOLDINGS LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FRAMPTON HOLDINGS LIMITED
OPINION


We have audited the financial statements of Frampton Holdings Limited (the 'Company') for the year ended 30 June 2022, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 June 2022 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 United Kingdom, including the Financial Reporting Council'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.


MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


We draw attention to note 2.3 in the financial statements, which indicates that the Group headed by Framptons Group Holdings Limited, has net current liabilities totalling £7,764,205 at 30 June 2022. The material uncertainty in relation to going concern centres around the Group's ability to recover to profitability and generate operating cash flows in order to meet its creditor obligations, and ongoing support from HSBC in relation to the breach of financial covenants on applicable to one of its loan instruments. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included reviewing forecast performance and key inputs into the projections, and performing a reasonableness check on these assumptions. We have also reviewed board minutes, post year end financial information, and correspondence with HSBC. 


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


Page 5


FRAMPTON HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FRAMPTON HOLDINGS LIMITED (CONTINUED)

OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


OPINION 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


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' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 is 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.


Page 6


FRAMPTON HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FRAMPTON HOLDINGS LIMITED (CONTINUED)

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 an Auditors' Report 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have considered the nature of the industry and sector, control environment, and business performance. 
We have considered the results of enquiries with management and the directors in relation to their own identification and assessment of the risks of irregularities within the entity. 
We have considered any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance.
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud.
°The internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to management override. 

We have also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the
financial statements but compliance with which may be fundamental to the Company’s ability to operate or avoid a material penalty. 

Our procedures to respond to risks identified included the following:

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.
Enquiring of management in relation to actual and potential claims or litigation. 
Performing analytical procedures to identify unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud.
Reviewing board meeting minutes. 
Reviewing going concern assertions in detail and consideration of the existence of material uncertainties that are referred to in the financial statements and audit report.
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgments made in accounting estimates are indicative of potential bias; and evaluating the business rationale of significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
Page 7


FRAMPTON HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FRAMPTON HOLDINGS LIMITED (CONTINUED)

members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.


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 Auditors' Report.


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 2006Our 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 an Auditors' Report 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.






Ria Burridge FCCA (Senior Statutory Auditor)
for and on behalf of
Bishop Fleming Bath Limited
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

17 November 2023
Page 8


FRAMPTON HOLDINGS LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022

2022
2021
£
£

  

Administrative expenses
  
(45,000)
(44,950)

Other operating income
  
49,067
37,694

OPERATING PROFIT/(LOSS)
  
4,067
(7,256)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR
  
4,067
(7,256)

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 12 to 18 form part of these financial statements.

Page 9


FRAMPTON HOLDINGS LIMITED
REGISTERED NUMBER:02479836

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022

2022
2021
Note
£
£

FIXED ASSETS
  

Tangible assets
 4 
623,174
643,205

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 5 
313,013
280,043

Cash at bank and in hand
 6 
622
9,394

  
313,635
289,437

Creditors: amounts falling due within one year
 7 
(10,395)
(10,295)

NET CURRENT ASSETS
  
 
 
303,240
 
 
279,142

  

NET ASSETS
  
926,414
922,347


CAPITAL AND RESERVES
  

Called up share capital 
 8 
100,000
100,000

Revaluation reserve
 9 
95,560
99,100

Capital redemption reserve
 9 
54,800
54,800

Profit and loss account
 9 
676,054
668,447

  
926,414
922,347


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





I J Harvey
Director

Date: 16 November 2023

The notes on pages 12 to 18 form part of these financial statements.

Page 10


FRAMPTON HOLDINGS LIMITED


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022


Called up share capital
Capital redemption reserve
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 July 2020
100,000
54,800
102,640
672,163
929,603


Comprehensive income for the year

Loss for the year
-
-
-
(7,256)
(7,256)

Surplus on revaluation of freehold property
-
-
-
3,540
3,540
Total comprehensive income for the year
-
-
-
(3,716)
(3,716)

Transfer to/from profit and loss account
-
-
(3,540)
-
(3,540)



At 1 July 2021
100,000
54,800
99,100
668,447
922,347


Comprehensive income for the year

Profit for the year
-
-
-
4,067
4,067

Surplus on revaluation of freehold property
-
-
-
3,540
3,540
Total comprehensive income for the year
-
-
-
7,607
7,607

Transfer to/from profit and loss account
-
-
(3,540)
-
(3,540)


At 30 June 2022
100,000
54,800
95,560
676,054
926,414


The notes on pages 12 to 18 form part of these financial statements.

Page 11


FRAMPTON HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

1.


GENERAL INFORMATION

Frampton Holdings Limited is a private limited company incorporated in England and Wales. The address of the registered office is 76 Charlton Road, Shepton Mallet, Somerset, BA4 5PD.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Framptons Group Holdings Limited as at 30 June 2022 and these financial statements may be obtained from Companies House.

Page 12


FRAMPTON HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

2.ACCOUNTING POLICIES (continued)

 
2.3

GOING CONCERN

The Directors assess whether the use of going concern is appropriate, i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the Company, and the group it is a member of, headed by Framptons Group Holdings Limited, to continue as a going concern. The Directors make this assessment in respect of a period of 12 months from the date of approval of the financial statements. 
It is acknowledged that prior to the balance sheet date the Group and Company has been significantly impacted by the COVID-19 pandemic and the Ukraine war, which has had an unprecedented impact on a wide range of businesses, industries, and the economy as a whole. 
During the year ended 30 June 2022 the Group headed by Framptons Group Holdings Limited made a loss of £672,690 and as at 30 June 2022 had net current liabilities of £7,764,205 and net assets of £1,660,186. The financial results for the year ended 30 June 2023 will show continued trading losses and an increased net current liability position. The Group has been successful in raising an additional £1.9m in equity investment and short-term loans, as well as renewing its invoice discounting facility with HSBC, which have provided the necessary liquidity to continue trading. 
The Group is reliant on proceeds of factored debts which are secured against trade debtors, and a mortgage debenture over all the assets in the Group in favour of HSBC. The Group also has 2 bank loans from HSBC, one of which was received under the Coronavirus Business Interruption Loan Scheme (CBILS), managed by the British Business Bank, repayable in instalments, with the final payment due in 2027. The other loan is a term loan repayable in instalments, with the final payment due in 2026, however, due to a breach of a financial covenant attached to the facility the loan has been reclassified as repayable on demand. The Group has also breached these covenants at 30 June 2023.
No formal waiver of enforcement action as a result of this breach has been obtained by the Directors, but the Directors are in discussions with HSBC regarding these breaches and are seeking assurances that existing facilities will continue to be made available. The outcome of these discussions is expected to be positive, but the conclusion remains uncertain. 
There has been an offer of significant investment into the business which the Directors believe will complete by the end of November 2023, however, the capital has not yet been received, and has therefore not been included the Directors budgets and forecasts. 
The Directors have prepared budgets and cash flow forecasts for a period of at least 12 months following the date of approval of the financial statements. These forecasts assume that the current improved trading performance of the group continues. The Directors are of the opinion that the Group will continue in operational existence for the foreseeable future and continue to adopt the going concern basis in preparing the financial statements. This opinion is based on the group’s current trading levels, and support from creditors, including HSBC. However, in making this assessment the directors have made a number of significant assumptions. These include:
 
Ongoing support from HSBC – no formal waiver of enforcement action as a result of financial covenant breaches have been obtained. The bank has been supportive of the business to date and the Directors assume this support will continue for at least 12 months from signing these financial statements, and to the Directors do not expect these banking facilities to be withdrawn within 12 months from approving these financial statements.
 
Return to profitability and cash generation – the Directors’ forecasts assume that the Group’s revenue and cost savings targets are achieved to enable the group to generate positive operating cash flows in order to meet its creditor obligations. 
 
The directors believe that, taken as a whole, the factors described above enable the Group and the
Page 13


FRAMPTON HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

2.ACCOUNTING POLICIES (continued)


2.3
GOING CONCERN (CONTINUED)

Company to continue as a going concern for the foreseeable future. The financial statements do not reflect the adjustments that would be necessary should the ability of the Group to trade be jeopardised due to a material issue with any one of these assumptions not being achieved. As such there is a material uncertainty related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. 

 
2.4

TAXATION

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

 
2.5

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
50 years
Long-term leasehold property
-
50 years
Office equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 14


FRAMPTON HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

2.ACCOUNTING POLICIES (continued)

 
2.6

REVALUATION OF TANGIBLE FIXED ASSETS

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.7

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.9

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.10

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


3.


EMPLOYEES

The average monthly number of employees, including directors, during the year was 0 (2021: 0).

Page 15


FRAMPTON HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

4.


TANGIBLE FIXED ASSETS





Freehold property
Long-term leasehold property
Total

£
£
£



COST OR VALUATION


At 1 July 2021
848,000
153,527
1,001,527



At 30 June 2022

848,000
153,527
1,001,527



DEPRECIATION


At 1 July 2021
316,601
41,721
358,322


Charge for the year on owned assets
16,960
3,071
20,031



At 30 June 2022

333,561
44,792
378,353



NET BOOK VALUE



At 30 June 2022
514,439
108,735
623,174



At 30 June 2021
531,399
111,806
643,205

Freehold property with a historical cost of £528,000 was revalued upwards to £848,000 on a market value basis in June 1990 by an independent chartered surveyor. The company took advantage of the transitional provisions of FRS 102 concerning the revaluation of the property. As a result, the valuations have not been updated and the revalued amount has been treated as deemed cost.

Cost or valuation at 30 June 2022 is as follows:

Land and buildings
£


AT COST
153,527

AT VALUATION
848,000



1,001,527

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:

2022
2021
£
£



Cost
681,527
681,527

Accumulated depreciation
(176,231)
(159,271)

NET BOOK VALUE
505,296
522,256

Page 16


FRAMPTON HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

5.


DEBTORS

2022
2021
£
£


Trade debtors
5,000
-

Amounts owed by group undertakings
255,561
227,691

Other debtors
37,500
37,500

Prepayments and accrued income
5,577
5,477

Tax recoverable
9,375
9,375

313,013
280,043


Amounts owed by group undertakings are unsecured, due on demand and interest free.


6.


CASH AND CASH EQUIVALENTS

2022
2021
£
£

Cash at bank and in hand
622
9,394



7.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022
2021
£
£

Trade creditors
6,690
6,570

Other taxation and social security
505
525

Accruals and deferred income
3,200
3,200

10,395
10,295


Amounts owed by group undertakings are unsecured, due on demand and interest free.


8.


SHARE CAPITAL

2022
2021
£
£
ALLOTTED, CALLED UP AND FULLY PAID



100,000 (2021: 100,000) 'A' Ordinary shares of £1.00 each
100,000
100,000


Page 17


FRAMPTON HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

9.


RESERVES

Revaluation reserve

The revaluation reserve records the gains on assets following revaluation.

Capital redemption reserve

The capital redemption reserve records the nominal value of shares repurchased by the company.

Profit and loss account

The profit and loss account includes all current and prior period retained profit and losses. All are considered distributable.


10.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption under Financial Reporting Standard 102 Section 33 from the requirement to disclose transactions with group companies.
At the year end, the company had amounts owed from group undertakings totalling £255,561 (2021: £227,619).
At the year end, a director owed the company £37,500 (2021: £37,500). The maximum overdrawn account during the year was £37,500 (2021: £37,500). This amount is included in other debtors.
Key Management Personnel
There were no key management personnel other than the directors.


11.


CONTROLLING PARTY

The ultimate parent company is Framptons Group Holdings Limited, a company registered in England and Wales.
The ultimate controlling party is I J Harvey by virtue of his majority shareholding in Framptons Group Holdings Limited.

 
Page 18