Company registration number 00947853 (England and Wales)
H.T.S. MANAGEMENT HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022
H.T.S. MANAGEMENT HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Miss T Iwanaga
Mr M K G Gough
Secretary
Mr M K G Gough
Company number
00947853
Registered office
Lacemaker House
5-7 Chapel Street
Marlow
Buckinghamshire
SL7 3HN
Auditor
RDP Newmans LLP
Lynwood House
373-375 Station Road
Harrow
Middlesex
HA1 2AW
H.T.S. MANAGEMENT HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 24
H.T.S. MANAGEMENT HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2022
- 1 -
The directors present the strategic report and financial statements for the year ended 31 August 2022.
Principal activities
The principal activity of the company for the year was that of the provision of training and education facilities.
Fair review of the business
The results for the year and financial position are as shown in the annexed financial statements.
The key performance indicators of H.T.S Management Holdings Limited over the last two years are detailed below:
GBP £'000 2022 2021
Turnover 2,184 803
Gross profit 34.79% (31.98%)
Net loss before tax (22.57%) (92.11%)
The company's turnover has increased by 172.13% to £2.18 million in the year. The 2021 results were impacted by the coronavirus restrictions and as the restrictions have eased income has increased.
The gross profit margins have increased from the prior year as activity in the prior year was restricted with the limited activity to reduce various direct costs.
The net loss increased from £744,102 to £3,249,409 this year. This is mainly due to the increased in deferred tax on the revaluation of the fixed assets to fair value.
The company is in a strong position at the balance sheet date with net assets of £11.2 million.
Principal risks and uncertainties
A major risk attached to the company's business relates to underpricing by its competitors. The exposure is eliminated by continual monitoring of market prices as well as advertising. The company is aware of such exposure and has various systems to monitor and control it.
Financial instruments
The company's principal financial instruments comprise bank loans, overdraft and trade payables. The main purpose of these financial instruments is to raise finance for the company's operations. The company has various other financial assets such as trade receivables, cash and short-term deposits which arise directly from its operations.
The main risks arising from the company's financial instruments are credit risk and liquidity risk. The board reviews and agrees policies for managing each of these risks and they are summarised below.
Credit risk
The risk arising from the possibility that the company will incur losses from the failure of customers and counterparties to meet their obligations is constantly reviewed. This risk is minimal as the company performs ongoing credit evaluations of its customers and to date has not experienced any material losses.
Liquidity risk
Liquidity risk arises in relation to the company's management of working capital and the risk that the company will encounter difficulties in meeting financial obligations as and when they fall due. To minimise this risk, the liquidity position and ongoing working capital requirements are regularly reviewed by the directors.
H.T.S. MANAGEMENT HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 2 -
Development and performance
The company ceased to trade subsequent to the year end. Further details are in note 1.1 to the financial statements.
Mr M K G Gough
Secretary
21 November 2023
H.T.S. MANAGEMENT HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2022
- 3 -
The directors present their annual report and financial statements for the year ended 31 August 2022.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Miss T Iwanaga
Mr M K G Gough
Post reporting date events
Subsequent to the year end, the company stopped taking new bookings for events and has only run the events already booked.
In addition, in November 2023 the directors sold the company's freehold property and fixtures, fittings and equipment for the sum of £11.5 million.
Auditor
The auditor, RDP Newmans LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
By order of the board
Mr M K G Gough
Secretary
21 November 2023
H.T.S. MANAGEMENT HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2022
- 4 -
The directors are responsible for preparing the annual 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 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.
H.T.S. MANAGEMENT HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF H.T.S. MANAGEMENT HOLDINGS LIMITED
- 5 -
Opinion
We have audited the financial statements of H.T.S. Management Holdings Limited (the 'company') for the year ended 31 August 2022 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 August 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
Emphasis of matter - alternative basis of preparation of financial statements
We draw your attention to Note 1.1 to the financial statements regarding the alternative basis of preparation of the financial statements.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
H.T.S. MANAGEMENT HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF H.T.S. MANAGEMENT HOLDINGS LIMITED
- 6 -
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 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
Auditor's 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 auditor's 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery and employment;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
H.T.S. MANAGEMENT HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF H.T.S. MANAGEMENT HOLDINGS LIMITED
- 7 -
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
reviewed and tested journal entries to identify unusual transactions and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
reviewing and agreeing financial statement disclosures and testing to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and bankers.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 an auditor's 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.
A R Gangola FCA (Senior Statutory Auditor)
For and on behalf of RDP Newmans LLP
21 November 2023
Chartered Accountants
Statutory Auditor
Lynwood House
373-375 Station Road
Harrow
Middlesex
HA1 2AW
H.T.S. MANAGEMENT HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2022
- 8 -
2022
2021
Notes
£
£
Turnover
3
2,184,497
802,734
Cost of sales
(1,424,464)
(1,059,424)
Gross profit/(loss)
760,033
(256,690)
Administrative expenses
(1,041,567)
(1,032,136)
Other operating income
30,467
301,427
Operating loss
4
(251,067)
(987,399)
Interest receivable and similar income
8
4,196
2,423
Amounts written off investments
9
(246,182)
245,549
Loss before taxation
(493,053)
(739,427)
Tax on loss
10
(1,392,462)
(4,675)
Loss for the financial year
(1,885,515)
(744,102)
Other comprehensive income
Revaluation of tangible fixed assets
8,669,693
Total comprehensive income for the year
6,784,178
(744,102)
H.T.S. MANAGEMENT HOLDINGS LIMITED
BALANCE SHEET
AS AT 31 AUGUST 2022
31 August 2022
- 9 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
11
11,510,000
3,132,947
Investment properties
12
750,000
553,470
12,260,000
3,686,417
Current assets
Stocks
13
-
10,884
Debtors
14
372,597
303,738
Investments
15
1,209,324
1,455,505
Cash at bank and in hand
583,465
521,370
2,165,386
2,291,497
Creditors: amounts falling due within one year
16
(432,178)
(357,971)
Net current assets
1,733,208
1,933,526
Total assets less current liabilities
13,993,208
5,619,943
Provisions for liabilities
Deferred tax liability
17
1,468,200
75,643
(1,468,200)
(75,643)
Net assets
12,525,008
5,544,300
Capital and reserves
Called up share capital
20
135,621
135,621
Fair value reserve
21
9,252,767
620,949
Capital redemption reserve
22
39,379
39,379
Profit and loss reserves
23
3,097,241
4,748,351
Total equity
12,525,008
5,544,300
The financial statements were approved by the board of directors and authorised for issue on 21 November 2023 and are signed on its behalf by:
Mr M K G Gough
Director
Company Registration No. 00947853
H.T.S. MANAGEMENT HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2022
- 10 -
Share capital
Fair value reserve
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 September 2020
135,621
500,982
39,379
5,623,123
6,299,105
Year ended 31 August 2021:
Loss and total comprehensive income for the year
-
-
-
(744,102)
(744,102)
Transfers
-
240,378
-
(130,670)
109,708
Other movements
-
(120,411)
-
-
(120,411)
Balance at 31 August 2021
135,621
620,949
39,379
4,748,351
5,544,300
Year ended 31 August 2022:
Loss for the year
-
-
-
(1,885,515)
(1,885,515)
Other comprehensive income:
Revaluation of tangible fixed assets
-
8,669,693
-
-
8,669,693
Total comprehensive income for the year
-
8,669,693
-
(1,885,515)
6,784,178
Transfers
-
(37,875)
-
234,405
196,530
Balance at 31 August 2022
135,621
9,252,767
39,379
3,097,241
12,525,008
H.T.S. MANAGEMENT HOLDINGS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2022
- 11 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
29,242
(708,047)
Income taxes refunded
4,301
11,270
Net cash inflow/(outflow) from operating activities
33,543
(696,777)
Investing activities
Purchase of tangible fixed assets
(8,560)
(20,565)
Proceeds on disposal of tangible fixed assets
32,916
22,104
Proceeds on disposal of investment property
252,500
Proceeds on disposal of investments
-
229,000
Interest received
4,196
2,423
Net cash generated from investing activities
28,552
485,462
Net increase/(decrease) in cash and cash equivalents
62,095
(211,315)
Cash and cash equivalents at beginning of year
521,370
732,685
Cash and cash equivalents at end of year
583,465
521,370
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022
- 12 -
1
Accounting policies
Company information
H.T.S. Management Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Lacemaker House, 5-7 Chapel Street, Marlow, Buckinghamshire, SL7 3HN.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
As the company has ceased to trade subsequent to the year end, the financial statements have been prepared on a non-going concern basis (being fair value). The principal accounting policies adopted are set out below.
1.2
Going concern
The company has ceased to trade subsequent to the year end. The financial statements have therefore been prepared on a non-going concern (fair value) basis.true
1.3
Turnover
Turnover represents amounts receivable for goods and services net of VAT.
Events income is attributable to the period in which the event takes place.
1.4
Tangible fixed assets
Tangible fixed assets are measured at fair value at the year end.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold buildings
2% straight line
Fixtures, fittings and equipment
10-33% straight line and 15% reducing balance
Motor vehicles
25% reducing balance
Freehold land is not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
1.6
Borrowing costs related to fixed assets
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
1
Accounting policies
(Continued)
- 13 -
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are stated at fair value.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
1
Accounting policies
(Continued)
- 14 -
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
1
Accounting policies
(Continued)
- 15 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
1
Accounting policies
(Continued)
- 16 -
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.
1.15
Leases
Rentals payable under operating leases are charged against income on a straight line basis over the lease term.
1.16
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.17
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Going concern
As the company has ceased to trade subsequent to the year end, these financial statements have been prepared on a fair value basis. The directors have assessed the fair value of the assets and liabilities and these are reflected in the financial statements.
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 17 -
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2022
2021
£
£
Turnover analysed by class of business
Sales
2,184,497
802,734
2022
2021
£
£
Turnover analysed by geographical market
United Kingdom
2,163,520
764,941
Rest of the world
20,977
37,793
2,184,497
802,734
2022
2021
£
£
Other revenue
Interest income
4,196
2,423
Grants received
13,502
280,884
4
Operating loss
2022
2021
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses
14,463
182
Government grants
(13,502)
(280,884)
Depreciation of owned tangible fixed assets
281,378
314,165
(Profit)/loss on disposal of tangible fixed assets
(13,094)
345
Profit on disposal of investment property
-
(2,500)
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
4,500
5,000
For other services
Audit-related assurance services
4,500
5,000
All other non-audit services
1,268
1,665
5,768
6,665
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 18 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Directors
2
2
Administration
8
8
Service staff
83
74
Total
93
84
Their aggregate remuneration comprised:
2022
2021
£
£
Wages and salaries
975,067
846,822
Social security costs
84,204
58,506
Pension costs
18,102
15,128
1,077,373
920,456
7
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
106,824
106,637
Company pension contributions to defined contribution schemes
4,816
4,816
111,640
111,453
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2021 - 2).
8
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
79
92
Other interest income
4,117
2,331
Total income
4,196
2,423
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
8
Interest receivable and similar income
(Continued)
- 19 -
2022
2021
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
79
92
9
Fair value gains on investments
£
£
(Loss)/gain on disposal of current asset investments
(11,777)
16,077
Changes in the fair value of investments
(234,405)
229,472
(246,182)
245,549
10
Taxation
2022
2021
£
£
Current tax
Adjustments in respect of prior periods
(95)
Deferred tax
Origination and reversal of timing differences
1,392,557
4,675
Total tax charge
1,392,462
4,675
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
£
£
Loss before taxation
(493,053)
(739,427)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(93,680)
(140,491)
Tax effect of expenses that are not deductible in determining taxable profit
44,287
(45,532)
Tax effect of income not taxable in determining taxable profit
232
(460)
Unutilised tax losses carried forward
(903)
134,067
Adjustments in respect of prior years
(95)
Permanent capital allowances in excess of depreciation
(3,398)
(7,341)
Depreciation on assets not qualifying for tax allowances
53,462
59,757
Deferred tax
1,392,557
4,675
Taxation charge for the year
1,392,462
4,675
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 20 -
11
Tangible fixed assets
Freehold buildings
Fixtures, fittings and equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 September 2021
3,384,648
3,157,954
59,560
6,602,162
Additions
8,560
8,560
Disposals
(335,342)
(14,495)
(349,837)
Revaluation
7,725,352
(2,441,172)
(35,065)
5,249,115
At 31 August 2022
11,110,000
390,000
10,000
11,510,000
Depreciation and impairment
At 1 September 2021
1,005,634
2,408,950
54,631
3,469,215
Depreciation charged in the year
47,606
233,400
372
281,378
Eliminated in respect of disposals
(318,960)
(11,055)
(330,015)
Revaluation
(1,053,240)
(2,323,390)
(43,948)
(3,420,578)
At 31 August 2022
Carrying amount
At 31 August 2022
11,110,000
390,000
10,000
11,510,000
At 31 August 2021
2,379,014
749,004
4,929
3,132,947
12
Investment property
2022
£
Fair value
At 1 September 2021
553,470
Net gains or losses through fair value adjustments
196,530
At 31 August 2022
750,000
The investment property comprises one property held by the company. The fair value of the property has been arrived at on the basis of the directors' estimate using available current market information
13
Stocks
2022
2021
£
£
Goods for resale
10,884
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 21 -
14
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
154,244
142,187
Corporation tax recoverable
4,207
Other debtors
193
10,089
Prepayments and accrued income
218,160
147,255
372,597
303,738
15
Current asset investments
2022
2021
£
£
Listed investments
1,209,324
1,455,505
16
Creditors: amounts falling due within one year
2022
2021
Notes
£
£
Trade creditors
149,065
122,754
Taxation and social security
97,799
20,784
Deferred income
18
138,966
176,618
Other creditors
16,510
10,211
Accruals
29,838
27,604
432,178
357,971
17
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2022
2021
Balances:
£
£
Accelerated/(Decelerated) Capital Allowance
76,207
(45,818)
Freehold property
1,258,104
-
Investment property
95,758
38,290
Investments
38,131
83,171
1,468,200
75,643
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
17
Deferred taxation
(Continued)
- 22 -
2022
Movements in the year:
£
Liability at 1 September 2021
75,643
Charge to profit or loss
1,392,557
Liability at 31 August 2022
1,468,200
The deferred tax liability set out above is expected to reverse.
18
Deferred income
2022
2021
£
£
Arising from deposits for future bookings
138,966
176,618
19
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
18,102
15,128
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. There were no outstanding contributions at the reporting date (2021: £nil).
20
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
98,214
98,214
98,214
98,214
'A' Ordinary shares of £1 each
22,407
22,407
22,407
22,407
Deferred Ordinary shares of £1 each
15,000
15,000
15,000
15,000
135,621
135,621
135,621
135,621
The 'A' Ordinary shares and Ordinary shares are paid up to £1 per share. The balance of any assets are paid out to the 'A' Ordinary shares and Ordinary shares in proportion to their holdings. The Deferred Ordinary shares have no rights to capital.
The 'A' Ordinary shares and Ordinary shares have one vote for each £1 share held. The Deferred Ordinary shares have no voting rights.
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 23 -
21
Fair value reserve
2022
2021
£
£
At the beginning of the year
620,949
500,982
Revaluation surplus arising in the year
8,669,693
Transfer (to)/from retained earnings
(37,875)
240,378
Other movements
-
(120,411)
At the end of the year
9,252,767
620,949
22
Capital redemption reserve
2022
2021
£
£
At the beginning and end of the year
39,379
39,379
23
Profit and loss reserves
2022
2021
£
£
At the beginning of the year
4,748,351
5,623,123
Loss for the year
(1,885,515)
(744,102)
Transfer (to)/from fair value reserve
234,405
(130,670)
At the end of the year
3,097,241
4,748,351
24
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2022
2021
£
£
Within one year
5,842
11,363
Between two and five years
15,517
5,842
26,880
25
Events after the reporting date
Subsequent to the year end, the company stopped taking new bookings for events and is only running the events already booked.
In addition, in November 2023 the directors sold the company's freehold property and fixtures, fittings and equipment for the sum of £11.5 million.
H.T.S. MANAGEMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 24 -
26
Ultimate controlling party
The ultimate controlling interest is held by the William Barry Trust by virtue of its majority shareholding in the company.
27
Cash generated from/(absorbed by) operations
2022
2021
£
£
Loss for the year after tax
(1,885,515)
(744,102)
Adjustments for:
Taxation charged
1,392,462
4,675
Investment income
(4,196)
(2,423)
(Gain)/loss on disposal of tangible fixed assets
(13,094)
345
Gain on disposal of investment property
-
(2,500)
Fair value loss/(gain) on investment properties
234,405
(229,472)
Depreciation and impairment of tangible fixed assets
281,378
314,165
Loss/(gain) on sale of investments
11,777
(16,077)
Movements in working capital:
Decrease/(increase) in stocks
10,884
(4,681)
(Increase)/decrease in debtors
(73,066)
285,569
Increase/(decrease) in creditors
111,859
(220,685)
Decrease in deferred income
(37,652)
(92,861)
Cash generated from/(absorbed by) operations
29,242
(708,047)
28
Analysis of changes in net funds
1 September 2021
Cash flows
31 August 2022
£
£
£
Cash at bank and in hand
521,370
62,095
583,465
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