REGISTERED NUMBER: |
Financial Statements |
for the Year Ended 28 February 2023 |
for |
3J Finance Limited |
REGISTERED NUMBER: |
Financial Statements |
for the Year Ended 28 February 2023 |
for |
3J Finance Limited |
3J Finance Limited (Registered number: 06527865) |
Contents of the Financial Statements |
for the Year Ended 28 February 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
3J Finance Limited |
Company Information |
for the Year Ended 28 February 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
31 Sackville street |
Manchester |
M1 3LZ |
3J Finance Limited (Registered number: 06527865) |
Balance Sheet |
28 February 2023 |
2023 | 2022 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors: amounts falling due within one year |
4 |
Debtors: amounts falling due after more than one year |
4 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 5 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
6 |
( |
) |
( |
) |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
In accordance with Section 444 of the Companies Act 2006, the Profit & Loss Account has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
3J Finance Limited (Registered number: 06527865) |
Notes to the Financial Statements |
for the Year Ended 28 February 2023 |
1. | STATUTORY INFORMATION |
3J Finance Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
BASIS OF PREPARING THE FINANCIAL STATEMENTS |
GOING CONCERN |
In determining the appropriate basis of preparation of the financial statements for the period ended 28 February 2023, the Directors are required to consider whether the company can continue in operational existence for the foreseeable future. The Board has concluded that it is appropriate to adopt the going concern basis, having undertaken an assessment of the future operation of the company with specific consideration to the trading position of the company and its ability to pay its creditors. |
Whilst there is evidence to suggest the negative balance sheet position will continue for some time, the directors consider that the use of the going concern basis is appropriate as the major creditors have indicated that they will continue to provide support for the foreseeable future, enabling the company to meet its current obligations as they fall due. Written confirmation has been given by the major creditors that they would give 12 months' notice of any demand for repayment, notwithstanding that the amounts are contractually repayable on demand, thus enabling the company to continue to operate for the foreseeable future. |
The directors draw attention to the comments made in the directors' report with regard to going concern which set out the reasons why they consider it appropriate for the financial statements to be prepared on a going concern basis, as in their opinion the company will have sufficient liquidity to meet its financial obligations for a period of at least 12 months from the date of this financial report. |
TURNOVER |
Turnover represents finance charges and commission receivable from customers, all of whom are situated in the United Kingdom. These income are recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. |
TAXATION |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit & Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
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. |
3J Finance Limited (Registered number: 06527865) |
Notes to the Financial Statements - continued |
for the Year Ended 28 February 2023 |
2. | ACCOUNTING POLICIES - continued |
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. |
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. |
3J Finance Limited (Registered number: 06527865) |
Notes to the Financial Statements - continued |
for the Year Ended 28 February 2023 |
2. | ACCOUNTING POLICIES - continued |
DERIVATIVES |
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. |
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability |
FOREIGN CURRENCIES |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date.Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
LOANS AND RECEIVABLES |
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and which are not classified as available for sale. They are included in current assets, except for amounts with maturities greater than 12 months after the balance sheet date, which are shown separately in the balance sheet. |
IMPAIRMENT OF FINANCIAL ASSETS |
The company assesses at each balance sheet date whether there is objective evidence that a financial asset or a portfolio of financial assets, including loans and receivables, is impaired. The factors that the company takes into account include significant financial difficulties of the debtors, a breach of contract or default in payments. |
The company first assesses whether objective evidence of impairment exists on a collective basis so that loans and receivables with similar characteristics are assessed collectively. |
Impairment allowances are calculated, based on the difference between the carrying amount of the assets and its estimated recoverable amount, calculated by reference to the expected cash flow from it. |
SHARE CAPITAL |
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. |
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the company's accounting policies, which are described in note 2, management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 on going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
3J Finance Limited (Registered number: 06527865) |
Notes to the Financial Statements - continued |
for the Year Ended 28 February 2023 |
4. | DEBTORS |
2023 | 2022 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Deferred Income - Current | (962,040 | ) | (1,333,610 | ) |
Amounts owed by related |
companies |
Prepayments and accrued income |
Amounts falling due after more than one year: |
Trade debtors |
Deferred Income - Non current | (321,303 | ) | (1,455,782 | ) |
Aggregate amounts |
5. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Loans (see note 7) |
Trade creditors |
Other creditors |
Accruals and deferred income |
6. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans (see note 7) |
7. | LOANS |
An analysis of the maturity of loans is given below: |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or on demand: |
Other Loans |
Estia Learning Group Limited |
Loan | 37,141 | - |
3J Finance Limited (Registered number: 06527865) |
Notes to the Financial Statements - continued |
for the Year Ended 28 February 2023 |
7. | LOANS - continued |
2023 | 2022 |
£ | £ |
Amounts falling due between one and two years: |
Loans from related parties | 10,498,474 | 10,498,474 |
Other loans | 10,535,641 | 12,010,633 |
Other loans and Loans from related parties totalling £21,629,680 (2022 - £22,931,603) are secured by fixed and floating charges over the assets of the company. The breakdown are as follows :- |
1. Other loans totalling £12,010,633 (2022 - £12,683,490) are payable at an interest of 10% per annum and by monthly installments. |
2. Loans from related parties totalling £9,619,048 (2022 restated- £9,619,048) are payable at an interest of 0% per annum. |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary shares | 1 | 100 | 100 |
9. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified, but included the following Emphasis of Matter regarding the going concern basis. |
We draw attention to note 2 of the financial statements, which describes the going concern basis on which the financial statements have been prepared. The company's losses for the period totalled £23,078,889 and at the period end the company reported net liabilities of £20,460,982. We would draw attention to the directors' intention to seek alternative sources of income to return the company to profitability. We would also draw attention to the fact that the company is dependent on the continued support of the major creditors. Those creditors have provided assurance to the directors that they support the directors' plans and that no demand for repayment of the amounts due would be made without giving twelve months' notice, notwithstanding that the amounts are contractually repayable on demand. |
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. |
At the period end, the company owed £9,619,048 (2022 restated- £9,619,048) to 3J Investments Limited company in which one of the directors of the company is also a director. The amount is secured by way of a fixed and floating charge over the assets of the company. These loans are not repayable within next 12 months. The interests charged during the year amounted to £Nil (2022 restated: £717,171). See note 6 for prior year adjustment on interest charged in previous year. |
At the period end, the company owed a director £879,427 (2022 restated- £879,427). The loan is not repayable within next 12 months and Interest totalling £Nil (2022 restated - £83,380) were charged in the period. See note 6 for prior year adjustment on interest charged in previous year. |
3J Finance Limited (Registered number: 06527865) |
Notes to the Financial Statements - continued |
for the Year Ended 28 February 2023 |
11. | ULTIMATE CONTROLLING PARTY |
The immediate parent of the company is SSC Holdings (UK) Limited with the registered address 93 Tabernacle Street, London, England, EC2A 4BA. SSC Holdings (UK) Ltd is owned by multiple shareholders, none of them has control and hence there is no one ultimate controlling party. |
12. | PRIOR YEAR ADJUSTMENT |
On 14 February 2023, the shareholders have agreed to waive the interest on loan with effect from 1st July 2021 to 28th February 2022, and as a result of that the financial statements for the year ended 28 February 2022 have been restated. |
The change has resulted in the following re-statement of the "comparative" figures (Balance Sheet at 28 February 2022, Profit and Loss account and Statement of Changes in Equity for the year ended 28 February 2022 and the accompanying notes) as well as the Retained Earnings figure at 1 March 2022. |
Balance Sheet | Note No. | At 28 February | Increase/ |
2022 | (Decrease | ) |
(As restated | ) |
£ | £ |
Loans | 8 , 9 | 23,181,964 | (702,192 | ) |
Profit and Loss Account | Note No. | For the year | Increase/ |
ended 28 | (Decrease | ) |
February 2022 |
(As restated | ) |
£ | £ |
Interest payable and similar expenses | 5 | 3,136,509 | (702,192 | ) |
The above changes have resulted in the following re-statement of retained earnings: - |
Retained | Increase/ |
Earnings | (Decrease | ) |
(As restated | ) |
£ | £ |
Retained Earnings as at 01 March 2022 | 19,758,890 | (702,192 | ) |